Common use of Properties Clause in Contracts

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 Each of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain PropertiesHoldings, the Borrower and each Restricted Subsidiary has good title to, or valid leasehold estate) interests in, all its property necessary for the conduct of its business (including the Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or as proposed to be conducted or to utilize such Property, in each case properties for their intended purposes. All such property is free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted other than Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyexpressly permitted by Section 6.02. (b) Except Each of Holdings, the Borrower and each Restricted Subsidiary owns, or has secured the rights to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business as currently conducted or as currently proposed to be conducted, and the use thereof by Holdings, the Borrower and each Restricted Subsidiary does not infringe upon the rights of any other Person, except, in each case, for matters that would notany such failures to own or have rights to use, or any such infringements that, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, could not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of result in a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effectMaterial Adverse Effect. No Contributor claim or litigation regarding any trademarks, trade names, copyrights, patents or other intellectual property owned or used by Holdings, the Borrower or any Restricted Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant is pending or, to the leases with respect to knowledge of Holdings, the sale of Borrower or any Property. (c) As presently conductedRestricted Subsidiary, none of threatened against Holdings, the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of Borrower or any applicable building code, zoning ordinance or other law or regulation, except for such violations that would notRestricted Subsidiary that, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, could reasonably be expected to have result in a Contributor Material Adverse Effect. (dc) Except for matters that would notAs of the Effective Date, individually none of Holdings, the Borrower or in the aggregateany Restricted Subsidiary has received notice of, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributoror has knowledge of, any Contributor Subsidiary pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. Neither any Mortgaged Property nor any JV Entity, nor any other party interest therein is subject to any Leaseright of first refusal, has given option or received any notice of default with respect other contractual right to any term purchase such Mortgaged Property or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectinterest therein. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (aA) The Properties are owned directly, in Operating Partnership or its subsidiaries have good and marketable title (fee simple, by the Persons set forth on Section 4.10 or leasehold) to all of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, real properties described in the case of certain PropertiesRegistration Statement, the leasehold estateGeneral Disclosure Package and the Prospectus as owned or leased by them and the improvements located thereon (individually, a “Property” and collectively, the “Properties”) of such Propertyand any other real property owned by them, in each case case, free and clear of all Liens mortgages, pledges, liens, claims, security interests, restrictions or encumbrances of any kind, except for such mortgages, pledges, liens, claims, security interests, restrictions or encumbrances as (1) are described in the Registration Statement, General Disclosure Package and the Prospectus, (2) are Permitted Liens Encumbrances or (3) would not, individually or in the aggregate, have a Material Adverse Effect; (B) all of the ground leases and Lienssubleases relating to the Properties, if any, given to secure mortgage indebtedness encumbering such Property. Prior material to the effective time business of the transactions contemplated Operating Partnership and its subsidiaries considered as one enterprise, are in this Agreementfull force and effect, no Contributor Subsidiary with such exceptions as are not material and do not materially interfere with the use made or JV Entity shall take proposed to be made of such Property by the Operating Partnership or omit any of its subsidiaries, and neither the Operating Partnership nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to take the rights of the Operating Partnership or any action of its subsidiaries under any of the ground leases or subleases mentioned above, or affecting or questioning the rights of the Operating Partnership or any of its subsidiaries to cause the continued possession of the leased or subleased premises under any Lien such ground lease or sublease; (C) all liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of the Operating Partnership or any of its subsidiaries that are required to attach be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus are disclosed therein; (D) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to any Propertyaccess to the Properties), except for Permitted Liens and Liens, if any, given such failures to secure mortgage indebtedness encumbering such Property. (b) Except for matters comply that would not, individually or in the aggregate, have a Contributor Material Adverse Effect; (E) the Operating Partnership does not have any knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that will in any material manner affect the size of, use of, improvements on, construction on or access to the Properties, except as would not, individually or in the aggregate, have a Material Adverse Effect; (F) the mortgages and deeds of trust that encumber the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than other Properties; (G) the Operating Partnership, directly or indirectly, has obtained title insurance on the fee or leasehold interests, as the case may be, in each of the Properties, in an amount at least equal to the greater of (i) no Contributor Subsidiarythe mortgage indebtedness of each such Property or (ii) the purchase price of each such Property, JV Entityand all such policies of insurance are in full force and effect; and (H) except as otherwise described in the Registration Statement, the General Disclosure Package or the Prospectus, neither the Operating Partnership nor any other party of its subsidiaries nor, to the knowledge of the Operating Partnership, any tenant of any of the Properties, is in default under (x) any tenant lease (as lessor or lessee, as the case may be) relating to any agreement affecting of the Properties, (y) any Property to which of the Contributor, a Contributor Subsidiary mortgages or JV Entity is a party other security documents or other agreements encumbering or otherwise recorded against the Properties or (other than a Lease (as such term is hereinafter definedz) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) no event has occurred sublease or has been threatened in writingoperating sublease relating to any of the Properties, which whether with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, would constitute a default under any of such agreement, documents or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entityagreements, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of (x), (y) and (z) immediately above any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations default that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directlyBorrower and each Subsidiary Guarantor has good title to, in fee simpleor valid leasehold interests in, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate all real and personal property material to its business (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of including all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior its property subject to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any PropertyMortgages), except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters defects that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, aggregate could not reasonably be expected to have a Contributor Material Adverse Effect. (db) Except The Borrower and each Subsidiary Guarantor owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Subsidiary Guarantors does not infringe upon the rights of any other Person, except for matters that would notinfringements that, individually or in the aggregate, could not reasonably be expected to have a Contributor Material Adverse Effect, . (ic) to Schedule 3.16 sets forth a brief description of each Owned Real Property that is owned by the Contributor’s KnowledgeBorrower or any Subsidiary Guarantor as of the Closing Date. (d) As of the Closing Date, neither the ContributorBorrower nor any Subsidiary Guarantor has received notice of, or has knowledge of, any Contributor Subsidiary pending or contemplated condemnation proceeding or Casualty Event affecting any property subject to a Mortgage or any sale or disposition thereof in lieu of condemnation. No property subject to a Mortgage nor any JV Entity, nor any other party interest therein is subject to any Leaseright of first refusal, has given option or received any notice of default with respect other contractual right to any term purchase such property or condition of any such Leaseinterest therein, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for than Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters No Mortgage encumbers improved Owned Real Property that would not, individually or is located in an area that has been identified by the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation National Flood Insurance Act of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, 1968 unless flood insurance available under such Act has been obtained in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equitySection 5.03(b). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) The Properties are owned directlywith respect to its ▇▇▇▇▇ (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), in fee simple, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter such title is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case good and free and clear of all Liens except for Permitted Liens liens, security interests, pledges, charges, encumbrances, mortgages and Liensrestrictions, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any its non-producing properties in exploration prospects, such agreement, including, without limitation, any ground lease, (ii) no event has occurred or has been threatened title was investigated in writing, which accordance with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant customary industry procedures prior to the leases Company’s acquisition thereof; (c) with respect to the sale its real property other than oil and gas interests, such title is good and marketable free and clear of any Property. (c) As presently conductedall liens, none of the operation of the buildingssecurity interests, fixtures pledges, charges, encumbrances, mortgages and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. restrictions; and (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term its personal property other than that appurtenant to its oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or condition of any such Leaseused by the Company lies in an area which is, (ii) or to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset knowledge of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and Company will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its termsbe, subject to applicable bankruptcyrestrictions which would prohibit, insolvencyand no statements of facts relating to the actions or inaction of another person or entity or his or its ownership, reorganizationleasing, moratorium and similar Laws affecting creditors’ rights generally and subjectlicensing, or use of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company as to enforceabilitypresently conducted or as the Registration Statement, to general principles the Prospectus or the Time of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s KnowledgeSale Prospectus indicates it contemplates conducting, except as previously disclosed to may be properly described in the Company Registration Statement, the Prospectus or the Operating Partnership, no tenant under any Time of Sale Prospectus or such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or as in the aggregate, reasonably be expected to have aggregate do not now cause and will not in the future cause a Contributor Material Adverse EffectChange.

Properties. (a) The Properties are owned directlyBorrower and each Subsidiary Guarantor has good title to, in fee simpleor valid leasehold interests in, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate all real and personal property material to its business (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of including all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior its property subject to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any PropertyMortgages), except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters defects that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, aggregate could not reasonably be expected to have a Contributor Material Adverse Effect. (db) Except The Borrower and each Subsidiary Guarantor owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Subsidiary Guarantors does not infringe upon the rights of any other Person, except for matters that would notinfringements that, individually or in the aggregate, could not reasonably be expected to have a Contributor Material Adverse Effect, . (ic) to Schedule 3.16 sets forth a brief description of each Owned Real Property that is owned by the Contributor’s KnowledgeBorrower or any Subsidiary Guarantor as of the Third Amendment and Restatement Effective Date. (d) As of the Third Amendment and Restatement Effective Date, neither the ContributorBorrower nor any Subsidiary Guarantor has received notice of, or has knowledge of, any Contributor Subsidiary pending or contemplated condemnation proceeding or Casualty Event affecting any property subject to a Mortgage or any sale or disposition thereof in lieu of condemnation. No property subject to a Mortgage nor any JV Entity, nor any other party interest therein is subject to any Leaseright of first refusal, has given option or received any notice of default with respect other contractual right to any term purchase such property or condition of any such Leaseinterest therein, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for than Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters No Mortgage encumbers improved Owned Real Property that would not, individually or is located in an area that has been identified by the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation National Flood Insurance Act of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, 1968 unless flood insurance available under such Act has been obtained in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equitySection 5.03(b). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed Except as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free has not had and clear of all Liens except for Permitted Liens and Liens, if any, given would not reasonably be expected to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, have a Contributor Parent Material Adverse Effect, (i) no Contributor SubsidiaryParent and its Subsidiaries have good, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary valid and marketable fee simple title (or JV Entity is a party (other than a Lease (as such term is hereinafter definedits jurisdictional equivalent) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticeto, or bothvalid leasehold interests in, wouldas the case may be, individually each parcel of real property owned or together with used by Parent or any of its Subsidiaries, free and clear of all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV EntityLiens, except for Permitted Liens, (ii) each Lease under which Parent or any of its Subsidiaries leases, subleases or licenses any real property is, subject to the Bankruptcy and (iii) all agreements affecting any Property required for the continued useEquity Exceptions, occupancy, management, leasing and operation of such Property (exclusive of space leases) are a valid and binding obligation of Parent or a Subsidiary of Parent (as the case may be) and, to the knowledge of Parent, each of the other parties thereto, and in full force and effect. No Contributor Subsidiary effect and enforceable in accordance with its terms against Parent or JV Entity has granted an option or right of first refusal or offer pursuant its Subsidiaries (as the case may be) and, to the leases with respect to the sale knowledge of any Property. (c) As presently conductedParent, none each of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, parties thereto (except for such violations Leases that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of Parent or any of its Subsidiaries such termination must be in the ordinary course of business), (iii) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any of the other parties thereto has violated or committed or failed to perform any act which (with or without notice, lapse of time or both) would notconstitute a default under any provision of any Lease, and (iv) neither Parent nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Lease, nor has Parent or any of its Subsidiaries delivered notice to any other party to a Lease that such other party has breached, violated or defaulted under any Lease that remains uncured as of the date hereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Contributor Parent Material Adverse Effect. Neither , the Contributor nor real property owned or used by Parent or any Contributor Subsidiary nor of its Subsidiaries and any JV Entity has received any written notice from a Governmental Authority of any pending plants, buildings, structures and equipment thereon owned or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would notleased by Parent and its Subsidiaries have no defects, individually, or are in good operating condition and repair and have been maintained consistent with standards generally followed in the aggregateindustry (given due account to the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for their present use. Except as has not had and would not reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would nothave, individually or in the aggregate, reasonably be expected to have a Contributor Parent Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice Parent and its Subsidiaries are in possession of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticeand have good title to, or both, would, individually valid leasehold interests in or together with all such other events, constitute a default valid rights under any Lease, or would, individually or together with all such other events, reasonably be expected contract to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributoruse, the Contributor’s Subsidiaries or the JV Entitiesmaterial machinery, except for Permitted Liensequipment, furniture, fixtures and (iii) each of the leases (other tangible material personal property and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary assets used by Parent or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectof its Subsidiaries. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 Each of the Contributor Disclosure Letter Borrower and its Subsidiaries has good title to, or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (orvalid leasehold interests in, in the case of certain Properties, the leasehold estate) of such Property, in each case free all its real and clear of all Liens except for Permitted Liens and Liens, if any, given personal property material to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Propertyits business, except for Permitted Liens and Liens, if any, given minor defects in title that do not materially interfere with its ability to secure mortgage indebtedness encumbering conduct its business as currently conducted or to utilize such Propertyproperties for their intended purposes. (b) Except Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for matters that would notany such infringements that, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, could not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of result in a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any PropertyMaterial Adverse Effect. (c) As presently conducted, none of the operation Effective Date, each Subsidiary of the buildingsBorrower, fixtures including its ownership, is described on Schedule 3.05 hereto, and other improvements comprising a part each Subsidiary that is an Unrestricted Subsidiary as of the Properties Effective Date is designated as such on Schedule 3.05 hereto. Each Subsidiary of the Borrower has and will have all requisite power to own or lease the properties material to its business and to carry on its business as now being conducted and as proposed to be conducted. All outstanding shares of Equity Interests of each class of each Subsidiary of the Borrower have been and will be validly issued and are and will be fully paid and nonassessable and, except as otherwise indicated in violation Schedule 3.05 hereto or disclosed in writing to the Administrative Agent and the Lenders from time to time, are and will be owned, beneficially and of record, by the Borrower or another Subsidiary of the Borrower, free and clear of any applicable building codeLiens other than Liens permitted under this Agreement. (d) As of the Effective Date, zoning ordinance there are no restrictions on the Borrower or any of its Subsidiaries which prohibit or otherwise restrict the transfer of cash or other assets from any Subsidiary of the Borrower to the Borrower, other than (i) prohibitions or restrictions existing under or by reason of this Agreement or the other Loan Documents, (ii) prohibitions or restrictions existing under or by reason of applicable requirements of law and (iii) other prohibitions or regulationrestrictions which, except for such violations that would not, either individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individuallynot had, or in the aggregate, could not reasonably be expected to have a Contributor have, Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directlyBorrower and each Subsidiary Guarantor has good title to, in fee simpleor valid leasehold interests in, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate all real and personal property material to its business (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of including all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior its property subject to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any PropertyMortgages), except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters defects that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, aggregate could not reasonably be expected to have a Contributor Material Adverse Effect. (db) Except The Borrower and each Subsidiary Guarantor owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Subsidiary Guarantors does not infringe upon the rights of any other Person, except for matters that would notinfringements that, individually or in the aggregate, could not reasonably be expected to have a Contributor Material Adverse Effect, . (ic) to Schedule 3.16 sets forth a brief description of each Owned Real Property that is owned by the Contributor’s KnowledgeBorrower or any Subsidiary Guarantor as of the Second Amendment and Restatement Date. (d) As of the Second Amendment and Restatement Date, neither the ContributorBorrower nor any Subsidiary Guarantor has received notice of, or has knowledge of, any Contributor Subsidiary pending or contemplated condemnation proceeding or Casualty Event affecting any property subject to a Mortgage or any sale or disposition thereof in lieu of condemnation. No property subject to a Mortgage nor any JV Entity, nor any other party interest therein is subject to any Leaseright of first refusal, has given option or received any notice of default with respect other contractual right to any term purchase such property or condition of any such Leaseinterest therein, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for than Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters No Mortgage encumbers improved Owned Real Property that would not, individually or is located in an area that has been identified by the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation National Flood Insurance Act of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, 1968 unless flood insurance available under such Act has been obtained in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equitySection 5.03(b). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 Each of the Contributor Disclosure Letter Borrower and the Restricted Subsidiaries has good title to, valid leasehold interests in, or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (orrights to use, in the case of certain Properties, the leasehold estate) of such Property, in each case free all its real and clear of all Liens except for Permitted Liens and Liens, if any, given personal property material to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Propertyits business, except for Permitted Liens permitted under Section 6.02 and Liens, if any, given except where the failure to secure mortgage indebtedness encumbering have such Property. (b) Except for matters that interest would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, not reasonably be expected to have a Contributor Material Adverse Effect. (db) Set forth on Schedule 3.05 hereto is a complete and accurate list of all Material Real Property owned by any Loan Party as of the Closing Date, showing as of the Closing Date the street address (to the extent available), county or other relevant jurisdiction, state and record owner (c) Except for matters that would as could not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, Effect (i) the Borrower and the Restricted Subsidiaries own, or are licensed to use, all Intellectual Property that is necessary for the Contributor’s Knowledgeoperation of their respective businesses as currently conducted, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any free and clear of all Liens (other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Leasethan Liens permitted under Section 6.02), (ii) to the Contributor’s Knowledgeknowledge of the Borrower, no event has occurred or has been threatened in writingall registered and issued Intellectual Property rights owned by the Borrower and the Restricted Subsidiaries are valid and enforceable, which with or without (iii) the passage conduct of, and the use of time or Intellectual Property in, the giving respective businesses of noticethe Borrower and the Restricted Subsidiaries does not infringe, misappropriate, dilute, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause otherwise violate the acceleration rights of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liensother Person, and (iiiiv) each there are no claims, actions, suits or proceedings pending against or, to the knowledge of the leases (and all amendments thereto or modifications thereof) to which Borrower, threatened in writing against the Contributor, any Contributor Subsidiary Borrower or any JV Entity is a party Restricted Subsidiary (A) alleging any infringement, misappropriation, dilution or violation by which the Contributor, any Contributor Subsidiary Borrower or any JV Entity Restricted Subsidiary of any Intellectual Property right of any other Person, or (B) challenging the ownership, use, validity or enforceability of any Intellectual Property owned by or licensed to the Borrower or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectRestricted Subsidiary. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 Each of the Contributor Disclosure Letter Company and the Bank has good title to or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 valid leasehold interest in all of the Contributor Disclosure Letter is insured under a policy its properties and assets free of title insurance as the owner of the fee simple estate (orany Liens except for Permitted Liens and, in the case of certain Propertiesa leasehold interest, the leasehold estate) of such Property, in each case free terms and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time conditions of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit lease to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertywhich it is subject. (b) Except Section 4.23 of the Company Disclosure Schedule contains a complete and correct list of (i) all real property or premises (other than OREO) owned on the date hereof, in whole or in part by the Company or the Bank, and (ii) all real property or premises leased or subleased in whole or in part by the Company or the Bank, together with a list of all of the leases under which such properties or premises are leased or subleased and the name of the lessors thereof. None of such premises or properties have been condemned or otherwise taken by any public authority and to the knowledge of the Company: (x) no condemnation or taking is threatened or contemplated (y) no such real property is subject to any claim, contract or law which might materially and adversely affect its value or the use for matters the purposes now made of it by the Company or the Bank (except, in the case of any leased or subleased property, as may be and to the extent set forth in its lease or sublease) and (z) no such property is subject to any interests of third parties or other restrictions or limitations that would impair or be inconsistent with the current use of such property being made by the Company or the Bank, except as may would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases Effect with respect to the sale Company and except, in the case of any Propertyleased or subleased property, as may be and to the extent set forth in its lease or sublease. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each Each of the leases (and all amendments thereto or modifications thereof) referred to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, Company Disclosure Schedule is in full force and effecteffect and (i) neither the Company nor the Bank, and constitutes or to the legal, valid and binding obligation knowledge of the Contributor or Company the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other thereto is in default of any such lease (ii) no written notice of a claim of default by any party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed has been delivered to the Company or the Operating PartnershipBank, no tenant under and (ii) there does not exist any such Lease is presently event known to the subject Company or the Bank that, with notice or the passing of any voluntary time, or involuntary bankruptcy both, would constitute a default by the Company or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse EffectBank.

Properties. (a) The Properties are owned directlySection 4.09(a) of the Newhall Disclosure Schedule sets forth a list or description of all material real property that the Newhall Entities own or lease (collectively, the “Newhall Properties”) or have a right or obligation to acquire, sell or lease (other than under this Agreement), whether or not subject to the satisfaction of conditions, indicating, in fee simpleeach case, by the Persons set forth on Section 4.10 name of each of the Contributor Disclosure Letter Newhall Entities that owns or their direct leases or indirect wholly owned subsidiarieshas the right or obligation to acquire, sell or lease such real property. Each Contributor Subsidiary or JV Entity of the Newhall Entities listed as owning a Property on Section 4.10 any of the Contributor Disclosure Letter is insured under Newhall Properties on such Schedule has good and marketable title in fee simple to such Newhall Properties (except to the extent noted as a policy of title insurance as the owner leasehold or other property interest in Section 4.09(a) of the fee simple estate (orNewhall Disclosure Schedule), in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Encumbrances other than (i) Permitted Liens and Liens, if any, given Encumbrances or (ii) other Encumbrances that would not reasonably be expected to secure mortgage indebtedness encumbering such Propertyhave a Newhall Material Adverse Effect. Prior to the effective time Each of the transactions contemplated Newhall Entities listed as lessee of any of the Newhall Properties on such Schedule has a valid leasehold interest in this Agreementsuch Newhall Properties, no Contributor Subsidiary free and clear of Encumbrances other than (A) Permitted Encumbrances or JV Entity shall take or omit (B) other Encumbrances that would not reasonably be expected to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyhave a Newhall Material Adverse Effect. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, not reasonably be expected to have a Contributor Newhall Material Adverse Effect, the Newhall Entities have sole possession of the Newhall Properties, there are no parties in possession of any portion of the Newhall Properties as lessees, tenants at sufferance, trespassers, licensees or otherwise, and none of the Newhall Entities has granted or agreed to grant to any Person, and none of the Newhall Entities is a party to, any option, contract, right of first refusal, right of first offer, affordable housing agreement, profit participation (payable to a Person other than one of the Newhall Entities), anti-speculation option, joint venture or similar agreement or any other agreement or understanding, in each case, with respect to a purchase or sale of the Newhall Properties (or any material real property that the Newhall Entities have a right or obligation to acquire) or any portion thereof or any interest therein or pursuant to which any sales proceeds relating to any Newhall Properties are required to be paid to any other Person. (dc) Except for matters that would not, individually or in the aggregate, not reasonably be expected to have a Contributor Newhall Material Adverse Effect, (i) there is no existing, or to the Contributor’s Knowledgeknowledge of the Newhall Companies, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, no event has occurred or has been threatened in writing, which with proceeding that would involve the condemnation, eminent domain rezoning or without other modification of the passage zoning classification of time or any of the giving of noticeNewhall Properties, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications portion thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (aA) The Properties are owned directly, in Company or its subsidiaries have good and marketable title (fee simple, by the Persons set forth on Section 4.10 or leasehold) to all of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, real properties described in the case of certain PropertiesRegistration Statement, the leasehold estateDisclosure Package and the Prospectus as owned or leased by them and the improvements located thereon (individually, a “Property” and collectively, the “Properties”) of such Propertyand any other real property owned by them, in each case case, free and clear of all Liens mortgages, pledges, liens, claims, security interests, restrictions or encumbrances of any kind, except for such mortgages, pledges, liens, claims, security interests, restrictions or encumbrances as (1) are described in the Registration Statement, Disclosure Package and the Prospectus, (2) are Permitted Liens Encumbrances or (3) would not, individually or in the aggregate, have a Material Adverse Effect; (B) all of the ground leases and Lienssubleases relating to the Properties, if any, given to secure mortgage indebtedness encumbering such Property. Prior material to the effective time business of the transactions contemplated Company and its subsidiaries considered as one enterprise, are in this Agreementfull force and effect, no Contributor Subsidiary with such exceptions as are not material and do not materially interfere with the use made or JV Entity shall take proposed to be made of such Property by the Company or omit any of its subsidiaries, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to take the rights of the Company or any action of its subsidiaries under any of the ground leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries to cause the continued possession of the leased or subleased premises under any Lien such ground lease or sublease; (C) all liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of the Company or any of its subsidiaries that are required to attach be disclosed in the Registration Statement, the Disclosure Package or the Prospectus are disclosed therein; (D) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to any Propertyaccess to the Properties), except for Permitted Liens and Liens, if any, given such failures to secure mortgage indebtedness encumbering such Property. (b) Except for matters comply that would not, individually or in the aggregate, have a Contributor Material Adverse Effect; (E) the Company has no knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that will in any material manner affect the size of, use of, improvements on, construction on or access to the Properties, except as would not, individually or in the aggregate, have a Material Adverse Effect; (F) the mortgages and deeds of trust that encumber the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than other Properties; (G) the Company, directly or indirectly, has obtained title insurance on the fee or leasehold interests, as the case may be, in each of the Properties, in an amount at least equal to the greater of (i) no Contributor Subsidiarythe mortgage indebtedness of each such Property or (ii) the purchase price of each such Property, JV Entityand all such policies of insurance are in full force and effect; and (H) except as otherwise described in the Registration Statement, the Disclosure Package or the Prospectus, neither the Company nor any other party of its subsidiaries nor, to the knowledge of the Company, any tenant of any of the Properties, is in default under (x) any tenant lease (as lessor or lessee, as the case may be) relating to any agreement affecting of the Properties, (y) any Property to which of the Contributor, a Contributor Subsidiary mortgages or JV Entity is a party other security documents or other agreements encumbering or otherwise recorded against the Properties or (other than a Lease (as such term is hereinafter definedz) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) no event has occurred sublease or has been threatened in writingoperating sublease relating to any of the Properties, which whether with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, would constitute a default under any of such agreement, documents or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entityagreements, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of (x), (y) and (z) immediately above any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations default that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are Company or one of its Subsidiaries has good title to all the personal properties and assets reflected in the latest audited balance sheet included in the Company SEC Reports as being owned directly, in fee simple, by the Persons set forth Company or one of its Subsidiaries, or that have been acquired after the date thereof and that are material to the Company’s business on Section 4.10 a consolidated basis (except properties sold or otherwise disposed of since the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, date thereof in the case ordinary course of certain Propertiesbusiness), the leasehold estate) of such Property, in each case free and clear of all Liens except for other than the Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that as would not, individually or in the aggregate, have had or reasonably be expected to have a Contributor Company Material Adverse Effect, : (i) each lease or license pursuant to which the Company and the Company Subsidiaries leases or licenses any real property (collectively, the “Leases” and each such property, a “Leased Real Property”) is valid and binding on the Company and each of its Subsidiaries party thereto and, to the knowledge of the Company, each other party thereto and is in full force and effect; (ii) there is no Contributor Subsidiarybreach or default under any Lease by the Company or any of its Subsidiaries or, JV Entityto the knowledge of the Company, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party thereto; (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (iiiii) no event has occurred or has been threatened in writing, which that with or without the passage lapse of time or the giving of notice, notice or both, would, individually or together with all such other events, both would constitute a breach or default under any such agreementLease by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto; (iv) to the knowledge of the Company, the Company or one of its Subsidiaries that is either the tenant or licensee named under the Lease has a good and valid leasehold interest in each parcel of real property which is subject to a Lease for the full term of the respective Lease free and clear of any Liens; and (v) the Company and Company Subsidiaries are in possession of the properties purported to be leased or licensed thereunder, have not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease, or wouldportion thereof, individually and have not entered into with any other person (other than another wholly-owned subsidiary of the Company) any sublease, license or together with other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all such other events, reasonably be expected to cause the acceleration or any portion of any material obligation real property subject to a Lease, except, in the case of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, (ii) and (iii) all agreements affecting any Property required for the continued use), occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that as would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, not reasonably be expected to have a Contributor Company Material Adverse Effect. (c) The Company has made available to Purchaser correct and complete copies of all Leases, if any, including any amendments thereto. (d) Except for matters that would notOther than the real property commonly known as, individually ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and certain land located in Batavia, Illinois (the “Owned Real Property”), neither the Company nor any Company Subsidiary owns any real property. The Company or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, applicable Company Subsidiary (i) has good and indefeasible fee simple title to all of the Contributor’s KnowledgeOwned Real Property, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition free and clear of any such LeaseLiens, (ii) there are no leases, licenses, or occupancy agreements pursuant to which any third party is granted the Contributor’s Knowledgeright to use the Owned Real Property, (iii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein, and the Owned Real Property is not currently being offered for sale, (iv) neither the Company nor any Company Subsidiary is in default, or has ever been in default, under any restrictive covenants affecting the Owned Real Property, and no event has occurred that, after notice or has been threatened in writing, which with or without the passage lapse of time or the giving of notice, or both, would, individually or together with all would constitute such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liensdefault, and (iiiv) each there is no proceeding or claim pending or, to the knowledge of Company, threatened, against the leases (and all amendments thereto or modifications thereof) to which the ContributorCompany, any Contributor Company Subsidiary, the Owned Real Property or the Improvements (as defined below) or personal property thereon, in any court or before any Governmental Authority. (e) Neither the Company nor any Company Subsidiary or has received from any JV Entity is a party or by which Governmental Authority written notice of any uncured violation of any applicable Laws pertaining to any buildings, structures, fixtures, and other improvements, including the Contributorroof, any Contributor Subsidiary or any JV Entity or any foundation, floors, and heating, ventilation, air conditioning, mechanical, electrical, and other building systems, included in the Leased Real Property is bound or subject and the Owned Real Property (collectively, the “LeasesImprovements”) is ), including those pertaining to health and will safety, zoning, building, and construction requirements and the disabled. Neither the Company nor any Company Subsidiary has made any material alterations, additions, or Improvements to any of the Leased Real Property that may be valid and binding and in full force and effect. required to be removed upon termination of the term of the applicable Lease. Neither the Company nor any Company Subsidiary has received written notice of any existing, proposed, or, to the actual knowledge of the Company (e) Except for matters without a duty of investigation or inquiry), threatened, eminent domain or other public acquisition proceeding that would not, individually or result in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each taking of all or any part of any Leased Real Property or Owned Real Property or that would prevent or hinder the continued use and enjoyment of any Leased Real Property or the Owned Real Property as heretofore used in the conduct of the Leases to which the Contributor, business of any Contributor Subsidiary Company or any JV Entity is a party or by which the Contributor, any Contributor Company Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 As of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning Initial Borrowing Date, Schedule 9.05(a) sets forth a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free correct and clear complete list of all Liens except for Permitted Liens Owned Real Property and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time Leased Real Property of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice correct and complete list of default with respect to any term or condition all Owned Real Property and Leased Real Property of any such agreement, including, without limitation, any ground lease, (ii) no event has occurred or has been threatened in writing, Target and its Subsidiaries which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be are expected to cause become Credit Parties on or after the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effectMerger Closing Date. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, Except as could not reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, as of the Initial Borrowing Date (a) (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice each of default with respect to any term or condition of any such Lease, Leases listed on Schedule 9.05(a) and (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the such leases (and all amendments thereto or modifications thereof) to which the Contributorsubleases listed on Schedule 9.05(b), any Contributor Subsidiary or any JV Entity in each case, is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding enforceable in accordance with its terms and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes (b) to the legal, valid and binding obligation knowledge of the Contributor Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the applicable Contributor Subsidiary Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or JV Entityotherwise has the right to use), and all of its Leased Real Property, in each case as is necessary to the Contributor’s Knowledgeconduct of its business in the ordinary course, each free of all Liens other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and than Permitted Liens. Notwithstanding anything to the Contributor’s Knowledgecontrary contained above or elsewhere in this Agreement, each other party theretofrom time to time, in accordance with its termsif it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, subject the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles the knowledge of equity (regardless the Borrower within five Business Days of whether enforcement the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is sought in a proceeding at law or in equityleased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons Except as set forth on Section 4.10 3.8 of the Contributor Company Disclosure Letter Schedule, the Company or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 one of its subsidiaries (i) has good and marketable title to all the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate properties and assets (or, A) reflected in the case of certain Properties, the leasehold estate) of such PropertyCompany Balance Sheet, in each case case, as being owned by the Company or one of its subsidiaries (other than any such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired after the date of the Company Balance Sheet which are material to the Company's business on a consolidated basis, free and clear of all Liens Encumbrances, except for Permitted Liens statutory Encumbrances securing payments not yet due and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to Encumbrances as do not materially affect the effective time use of the transactions contemplated in this Agreement, no Contributor Subsidiary properties or JV Entity shall take assets subject thereto or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens affected thereby or otherwise materially impair business operations at such properties and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) no event has occurred is the lessee of all leasehold estates (x) reflected in the Company Balance Sheet or has been threatened (y) acquired after the date of the Company Balance Sheet, in writingeach case, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute are material to its business on 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, consolidated basis (except for Permitted Liensleases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of each such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, lease is in full force and effect, effect and constitutes the a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto, and there is no material default thereunder by the lessee or, to the Company's knowledge, as of the Contributor or date hereof, the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)lessor. (fb) To the Contributor’s KnowledgeThe Company has not received notice and does not otherwise have knowledge of any pending, except as previously disclosed to threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its subsidiaries or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in lieu of condemnation. The Company has filed in the Operating Partnership, no tenant Company SEC Reports copies of material agreements representing all of its material leasehold estates. The Company does not own any real property. The consummation by the Company of the transactions contemplated by this Agreement without the consent of any lessor under any such Lease is presently lease by the subject Company will not cause a default under any lease except as set forth in Section 3.8(a) of the Company Disclosure Schedule. (c) Except as set forth on Section 3.8 of the Company Disclosure Schedule or otherwise provided in writing to Parent, there are no conditions on any voluntary property currently or involuntary bankruptcy previously owned, leased, occupied or insolvency proceedingsused by the Company, except for matters or any of its subsidiaries, that would not, individually or in the aggregate, could reasonably be expected to have a Contributor Material Adverse Effectresult in any material claim or liability, whether accrued, contingent, arising under or related to environmental law.

Properties. Except as otherwise set forth in the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company and each Subsidiary have title to their respective properties as follows: (a) The Properties are owned directlywith respect to ▇▇▇▇▇ (including leasehold interests and appurtenant personal property) and non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), in fee simple, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter such title is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case good and free and clear of all Liens except for Permitted Liens liens, security interests, pledges, charges, encumbrances, mortgages and Liensrestrictions, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any non-producing properties in exploration prospects, such agreement, including, without limitation, any ground lease, (ii) no event has occurred or has been threatened title was investigated in writing, which accordance with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant customary industry procedures prior to the leases acquisition thereof by the Company or any Subsidiary; (c) with respect to the sale real property other than oil and gas interests, such title is good and marketable free and clear of any Property. (c) As presently conductedall liens, none of the operation of the buildingssecurity interests, fixtures pledges, charges, encumbrances, mortgages and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. restrictions; and (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to personal property other than that appurtenant to oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used by the Company or any term Subsidiary lies in an area which is, or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset knowledge of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and Company will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its termsbe, subject to applicable bankruptcyrestrictions which would prohibit, insolvencyand no statements of facts relating to the actions or inaction of another person or entity or his or its ownership, reorganizationleasing, moratorium and similar Laws affecting creditors’ rights generally and subjectlicensing, or use of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company or any Subsidiary as to enforceabilitypresently conducted or as the Registration Statement, to general principles the Preliminary Prospectus, the Prospectus or the Time of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s KnowledgeSale Prospectus indicates they contemplate conducting, except as previously disclosed to may be properly described in the Company Registration Statement, the Preliminary Prospectus, the Prospectus or the Operating Partnership, no tenant under any Time of Sale Prospectus or such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or as in the aggregate, reasonably be expected to have aggregate do not now cause and will not in the future cause a Contributor Material Adverse EffectChange.

Properties. (a) The Properties are owned directlyBorrower and its Subsidiaries have good title to, in fee simpleor valid leasehold interests in, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (orall its tangible personal property material to its business, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. (other than Permitted Liens Liens) and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated minor irregularities or deficiencies in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nottitle that, individually or in the aggregate, have do not materially interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose. The tangible personal property of the Borrower and its Subsidiaries, taken as a Contributor Material Adverse Effectwhole, (i) no Contributor Subsidiaryis in good operating order, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party condition and repair (other than a Lease (as such term is hereinafter definedordinary wear and tear and casualty and condemnation excepted) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, and (ii) no event has occurred or has been threatened in writing, constitutes all the property which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property is required for the continued usebusiness and operations of the Borrower and its Subsidiaries, occupancyas presently conducted. (b) Schedule 7.21 of the Disclosure Letter contains a true and complete list of each interest in real property (i) owned by the Borrower and its Subsidiaries (describing the type of interest therein held by the Borrower and its Subsidiaries); and (ii) leased, managementsubleased or otherwise occupied or utilized by the Borrower and its Subsidiaries, leasing as lessee, sublessee, franchisee or licensee (describing the type of interest therein held by the Borrower and operation its Subsidiaries) and, in each of such Property the cases described in clauses (exclusive i) and (ii) of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary this clause (b), whether any lease requires the consent of the landlord or JV Entity has granted an option tenant thereunder, or right of first refusal or offer pursuant other party thereto, to the leases with respect to transactions contemplated by the sale of any PropertyLoan Documents. (c) As presently conducted, none of the operation of the buildings, fixtures The Borrower and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, its Subsidiaries have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has not received any written notice from a Governmental Authority of, nor, to the Knowledge of each Borrower Party, has there occurred any pending involuntary loss of title, any involuntary loss of, damage to or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individuallydestruction of, or in the aggregateany condemnation or other taking (including by any Governmental Authority) of, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectportion of its property. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed Except as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free does not have and clear of all Liens except for Permitted Liens and Liens, if any, given would not reasonably be expected to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, have a Contributor Contango Material Adverse Effect, and with respect to clauses (ia) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party and (other than a Lease (as such term is hereinafter defined) for space within such Propertyb), has given or received any notice of default except with respect to any term or condition of any such agreementContango’s Oil and Gas Properties: (a) Contango and its Subsidiaries have good, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant defensible title to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary real property owned by Contango or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject of its Subsidiaries (collectively, the “LeasesContango Owned Real Property”) is and will be valid and binding and leasehold estates in full force and effect. all real property leased, subleased, licensed or otherwise occupied (ewhether as tenant, subtenant or pursuant to other occupancy arrangements) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary by Contango or any JV Entity is a party or by of its Subsidiaries (collectively, including the improvements thereon, the “Contango Leased Real Property”) free and clear of all Liens, except Permitted Liens, (b) each agreement under which the Contributor, any Contributor Subsidiary, any JV Entity Contango or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant, or occupant with respect to the Contango Leased Real Property is bound or subject(each, a “Contango Real Property Lease”) is in full force and effect, effect and constitutes the legal, is valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, parties thereto in accordance with its terms, subject as to applicable enforceability to bankruptcy, insolvency, reorganization, moratorium and similar other Laws of general applicability relating to or affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless equity, and neither Contango nor any of whether enforcement is sought in a proceeding at law its Subsidiaries, or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnershipknowledge of Contango, no tenant any other party thereto, has received written notice of any default under any such Lease is presently Contango Real Property Lease, and (c) there does not exist any pending or, to the subject knowledge of Contango, threatened condemnation or eminent domain Proceedings that affect any voluntary of Contango’s Oil and Gas Properties, Contango Owned Real Property or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse EffectContango Leased Real Property.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 As of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 date of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary Schedule 3.05(a) sets forth the address of each Material Real Estate Asset (or JV Entity shall take each set of such assets that collectively comprise one operating property) that is owned or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyleased by each Loan Party. (b) Except Each of the Loan Parties and each of their Subsidiaries has good and valid fee simple title to or rights to purchase, or valid leasehold interests in, or easements or other limited property interests in, all its Real Estate Assets (including any Mortgaged Properties) and has good and marketable title to its personal property and assets, in each case, except (i) for matters defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes or (ii) where the failure to have such title would not reasonably be expected to have a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens. (c) Each of the Loan Parties and each of their Subsidiaries own or otherwise have a license or right to use all rights in patents, trademarks, service marks, trade names, domain names, copyrights and other rights in works of authorship (including all copyrights embodied in software) and all other similar intellectual property rights (“IP Rights”) used in the conduct of the businesses of the Loan Parties and their Subsidiaries as presently conducted without any infringement or misappropriation of the IP Rights of third parties, except to the extent such failure to own or license or have rights to use would not, or where such infringement or misappropriation would not, have, individually or in the aggregate, have a Contributor Material Adverse Effect. No third party has interfered with, (i) no Contributor Subsidiaryinfringed upon, JV Entitymisappropriated, nor or otherwise come into conflict with any other party to any agreement affecting any Property to which of the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition IP Rights of any such agreement, including, without limitation, Loan Party or any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entitytheir Subsidiaries, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance extent such infringement or other law or regulation, except for such violations that misappropriation would notnot have, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither No claim or litigation regarding any of the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority IP Rights is pending or, to the knowledge of any pending Loan Party, threatened in writing, except to the extent such claim or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that litigation would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would notnot have, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to . A correct and complete list of all IP Rights registered with the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, no event has occurred or has been threatened in writing, which with or without the passage of time United States Patent and Trademark Office or the giving of noticeUnited States Copyright Office or any relevant office or agency in any applicable foreign jurisdiction, or bothas applicable, wouldand domain names registered with third-party domain name registrars, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause owned by the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset Loan Parties and their Subsidiaries as of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity Closing Date is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equityset forth on Schedule 3.05(c). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 As of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of date hereof, the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate Borrower and its Subsidiaries have valid leasehold interests in (or, in the case of certain Propertiesleasehold interests in real or personal property) and good and legal title to (in the case of fee interests in real property and all other personal property) all of the material assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as of January 31, 2010, or acquired since that date (except property or assets sold or otherwise disposed of in the leasehold estate) ordinary course of such Propertybusiness), in each case free and clear of all subject to no Liens except for Permitted Encumbrances and other Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertypermitted hereby. (b) Except Each Loan Party and each of its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property reasonably necessary for matters that would notthe operation of their respective businesses, and the use thereof by such Loan Party or Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, would not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of result in a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (c) Schedule 5.05(c) hereto sets forth all real property owned or leased by any Loan Party or any of its Subsidiaries. (d) Except for matters that would notSchedule 5.05(d) hereto sets forth, individually as of March 31, 2010, a reasonably detailed description of all Inventory held by the Borrower and its Subsidiaries on consignment from trade vendors securing obligations to return or in pay the aggregatepurchase price of such Inventory, reasonably be expected and all Inventory otherwise subject to have a Contributor Material Adverse Effect, (i) any Lien securing Indebtedness not created under the Loan Documents or pursuant to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectExisting Revolving Credit Facility. (e) Except for matters that would not, individually The Guam Subsidiary has no assets or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)operations. (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are All major items of operating equipment owned directly, in fee simple, or leased by the Persons set forth on Section 4.10 Parent or any of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate Parent Subsidiaries (ori) are, in the case of certain Properties, the leasehold estate) of such Propertyaggregate, in each case free a state of repair so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated and clear (ii) are adequate, together with all other properties of Parent and the Parent Subsidiaries, to comply in all material respects with the requirements of all Liens except for Permitted Liens and Liensapplicable contracts, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyincluding sales contracts. (b) Except for matters that would notgoods and other property sold, individually used or otherwise disposed of since December 31, 2009 in the aggregateordinary course of business, Parent and the Parent Subsidiaries have a Contributor Material Adverse Effectgood and defensible title to all oil and gas leases and other properties forming the basis for the reserves reflected in the Parent Reserve Report as attributable to interests owned by Parent and the Parent Subsidiaries, and to all other properties, interests in properties and assets, real and personal, reflected in the Parent SEC Reports filed prior to the date of this Agreement as owned by Parent and the Parent Subsidiaries, free and clear of any Liens, except: (i) no Contributor Subsidiary, JV Entity, nor any other party Liens associated with obligations reflected in the Parent Reserve Report or the Parent SEC Reports filed prior to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice date of default with respect to any term or condition of any such agreement, including, without limitation, any ground leasethis Agreement, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except Liens for Permitted Lienscurrent taxes not yet due and payable, and (iii) all agreements affecting any Property required for the continued usesuch imperfections of title, occupancyeasements, managementLiens, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary government or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance tribal approvals or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority matters and failures of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that title as would not, individually or in the aggregate, reasonably be expected to have a Contributor Parent Material Adverse Effect, . (c) (i) The leases and other agreements pursuant to which Parent or any of the Parent Subsidiaries leases or otherwise acquires or obtains operating rights affecting any real or personal property given material value in the Parent Reserve Report are in good standing, valid and effective, (ii) neither Parent nor any Parent Subsidiary is in breach or default under any such lease or other agreement nor, to the Contributor’s Knowledgeknowledge of Parent, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor is any other party to any Lease, has given such lease or received any notice of other agreement in breach or default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liensthereunder, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary rentals due by Parent or any JV Entity is a party or by which the ContributorParent Subsidiary to any lessor of any such oil and gas leases have been properly paid, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and except in full force and effect. (e) Except for matters that each case as would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Parent Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons Except as set forth on Section 4.10 of in Schedule 4.08(a), such Forward REIT Merger Entity or its Forward REIT Merger Entity Subsidiary is the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of, and, to the knowledge of such Forward REIT Merger Entity, such Forward REIT Merger Entity or its Forward REIT Merger Entity Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or tenancy-in-common estate) of to the Property owned by such PropertyForward REIT Merger Entity or its Forward REIT Merger Entity Subsidiary, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions merger contemplated in this Agreementhereby, no Contributor Subsidiary or JV neither such Forward REIT Merger Entity nor any of its Forward REIT Merger Entity Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Forward REIT Merger Entity Material Adverse Effect, to the knowledge of such Forward REIT Merger Entity, (i1) no Contributor Subsidiary, JV Entityneither such Forward REIT Merger Entity nor its Forward REIT Merger Entity Subsidiaries, nor any other party to any material agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given is in breach or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii2) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary such Forward REIT Merger Entity or JV Entityits Forward REIT Merger Entity Subsidiaries, except for Permitted Liens, and (iii3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leasesLeases) are valid and binding and in full force and effect. No Contributor Subsidiary , subject to applicable bankruptcy, insolvency, moratorium or JV Entity has granted an option or right other similar Laws relating to creditors’ rights and general principles of first refusal or offer pursuant to the leases with respect to the sale of any Propertyequity. (c) As To the knowledge of such Forward REIT Merger Entity, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation“land use” Law, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Forward REIT Merger Entity Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Forward REIT Merger Entity Material Adverse Effect, (i1) to the Contributor’s Knowledgeknowledge of such Forward REIT Merger Entity, neither the Contributorsuch Forward REIT Merger Entity, any Contributor Subsidiary nor any JV Entityits Forward REIT Merger Entity Subsidiaries, nor any other party to any Lease, has given is in breach or received any notice of default with respect to any term or condition of any such Lease, (ii2) to the Contributor’s Knowledgeknowledge of such Forward REIT Merger Entity, 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, individually or together with all such other events, constitute a default under any Lease or would permit termination, modification or acceleration under such Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii3) to the knowledge of such Forward REIT Merger Entity, each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary such Forward REIT Merger Entity or any JV its Forward REIT Merger Entity Subsidiaries is a party or by which the Contributor, any Contributor Subsidiary such Forward REIT Merger Entity or any JV its Forward REIT Merger Entity Subsidiaries or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 Each of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain PropertiesHoldings, the Borrower and each Subsidiary has good title to, or valid leasehold estate) interests in, all its property necessary for the conduct of its business (including the Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or as proposed to be conducted or to utilize such Property, in each case properties for their intended purposes. All such property is free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted other than Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyexpressly permitted by Section 6.02. (b) Except Each of Holdings, the Borrower and each Subsidiary owns, or has rights to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business as currently conducted or as currently proposed to be conducted, and the use thereof by Holdings, the Borrower and each Subsidiary does not infringe upon the rights of any other Person, except for matters that would notany such infringements that, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, could not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of result in a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effectMaterial Adverse Effect. No Contributor claim or litigation regarding any trademarks, trade names, copyrights, patents or other intellectual property owned or used by Holdings, the Borrower or any Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant is pending or, to the leases with respect to knowledge of Holdings, the sale of Borrower or any Property. (c) As presently conductedSubsidiary, none of threatened against Holdings, the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of Borrower or any applicable building code, zoning ordinance or other law or regulation, except for such violations that would notSubsidiary that, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, could reasonably be expected to have result in a Contributor Material Adverse Effect. (dc) Except for matters that would notAs of the Effective Date, individually none of Holdings, the Borrower or in the aggregateany Subsidiary has received notice of, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributoror has knowledge of, any Contributor Subsidiary pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. Neither any Mortgaged Property nor any JV Entity, nor any other party interest therein is subject to any Leaseright of first refusal, has given option or received any notice of default with respect other contractual right to any term purchase such Mortgaged Property or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectinterest therein. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 As of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 date of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary Schedule 3.05(a) sets forth the address of each Material Real Estate Asset (or JV Entity shall take each set of such assets that collectively comprise one operating property) that is owned or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyleased by each Loan Party. (b) Except Each of the Loan Parties and each of their Subsidiaries has good and valid fee simple title to or rights to purchase, or valid leasehold interests in, or easements or other limited property interests in, all its Real Estate Assets (including any Mortgaged Properties) and has good and marketable tide to its personal property and assets, in each case, except (i) for matters defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes or (ii) where the failure to have such title would not reasonably be expected to have a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens. (c) Each of the Loan Parties and each of their Subsidiaries own or otherwise have a license or right to use all rights in patents, trademarks, service marks, trade names, domain names, copyrights and other rights in works of authorship (including all copyrights embodied in software) and all other similar intellectual property rights (“IP Rights”) used in the conduct of the businesses of the Loan Parties and their Subsidiaries as presently conducted without any infringement or misappropriation of the IP Rights of third parties, except to the extent such failure to own or license or have rights to use would not, or where such infringement or misappropriation would not, have, individually or in the aggregate, have a Contributor Material Adverse Effect. No third party has interfered with, (i) no Contributor Subsidiaryinfringed upon, JV Entitymisappropriated, nor or otherwise come into conflict with any other party to any agreement affecting any Property to which of the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition IP Rights of any such agreement, including, without limitation, Loan Party or any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entitytheir Subsidiaries, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance extent such infringement or other law or regulation, except for such violations that misappropriation would notnot have, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither No claim or litigation regarding any of the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority IP Rights is pending or, to the knowledge of any pending Loan Party, threatened in writing, except to the extent such claim or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that litigation would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would notnot have, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to . A correct and complete list of all IP Rights registered with the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, no event has occurred or has been threatened in writing, which with or without the passage of time United States Patent and Trademark Office or the giving of noticeUnited States Copyright Office or any relevant office or agency in any applicable foreign jurisdiction, or bothas applicable, wouldand domain names registered with third-party domain name registrars, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause owned by the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset Loan Parties and their Subsidiaries as of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity Closing Date is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equityset forth on Schedule 3.05(c). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (ai) The Properties are owned directlyExcept as would not have, or would not reasonably be expected to have, individually or in the aggregate, a ProLogis Material Adverse Effect, ProLogis, or a Subsidiary of ProLogis owns fee simplesimple title to or has a valid leasehold interest in, by the Persons set forth on Section 4.10 each of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed real properties reflected as owning a Property an asset on Section 4.10 the most recent balance sheet of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, ProLogis included in the case of certain ProLogis SEC Documents (each a “ProLogis Property” and collectively the “ProLogis Properties, the leasehold estate) of such Property”), in each case free and clear of all Liens except for Permitted (A) debt and other matters set forth in Section 3.2(o)(i) of the ProLogis Disclosure Letter, (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, (D) all matters disclosed on existing title policies or surveys, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business, and (F) Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to other encumbrances that would not cause a material adverse effect on the effective time value or use of the transactions contemplated in this Agreementaffected property. Except as would not have, no Contributor Subsidiary or JV Entity shall take or omit would not reasonably be expected to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, have a Contributor ProLogis Material Adverse Effect, (i) no Contributor Subsidiary, JV Entitynone of ProLogis, nor any other party Subsidiary of ProLogis has received written notice to the effect that there are any agreement affecting any Property condemnation proceedings that are pending or, to which the Contributorknowledge of ProLogis, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default threatened with respect to any term or condition material portion of any such agreementof the ProLogis Properties. Except for the owners of the properties in which ProLogis or any Subsidiary of ProLogis has a leasehold interest and except for any ProLogis Property that is held by a joint venture or fund, including, without limitation, no Person other than ProLogis or a Subsidiary of ProLogis has any ground lease, ownership interest in any of the ProLogis Properties. (ii) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticeExcept as would not have, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, would not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would nothave, individually or in the aggregate, have a Contributor ProLogis Material Adverse Effect. Neither , policies of title insurance or updates or endorsements have been issued, insuring ProLogis’s or the Contributor nor applicable Subsidiary of ProLogis’s fee simple title to each of the ProLogis Properties owned by ProLogis and acquired in the past five years, in amounts at least equal to the purchase price paid for ownership of such ProLogis Property or such entity that owned such ProLogis Properties at the time of the issuance of each such policy, and no material claim has been made against any Contributor such policy that has not been resolved. (iii) ProLogis or any Subsidiary nor any JV Entity has of ProLogis (A) have not received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individuallystructural defects, or in the aggregateviolation of Law, relating to any ProLogis Property which would have, or would reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would nothave, individually or in the aggregate, a ProLogis Material Adverse Effect, and (B) have not received written notice of any physical damage to any ProLogis Property which would have, or would reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would nothave, individually or in the aggregate, a ProLogis Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue. (iv) Except for secured loan documents entered into in the ordinary course of business, there are no written agreements which restrict ProLogis or any Subsidiary of ProLogis from transferring any of the ProLogis Properties, and none of the ProLogis Properties is subject to any restriction on the sale or other disposition thereof (other than rights of first offer or rights of first refusal or tenant options as would not have, or would not reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would nothave, individually or in the aggregate, a ProLogis Material Adverse Effect) or on the financing or release of financing thereon. (v) ProLogis and the Subsidiaries of ProLogis have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of ProLogis included in the ProLogis SEC Documents (except as since sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and except as would not have, or would not reasonably be expected to have have, individually or in the aggregate, a Contributor ProLogis Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 As of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 date of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering Schedule 3.05 sets forth the address of each Material Real Estate Asset owned by such PropertyLoan Party. (b) Except [Reserved]. (c) Each of the Loan Parties has good and valid fee simple title (or similar concept under any applicable jurisdiction) to or rights to purchase, or valid leasehold interests in, or other limited property interests in, all its Real Estate Assets (including any Mortgaged Properties) and has good title to its personal property and assets (other than IP Rights, which are addressed in Section 3.05(d) through (f)), in each case, except (i) for matters defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes or (ii) where the failure to have such title or rights would notnot reasonably be expected to have a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens, liens arising by operation of law, and minor defects in title which do not mutually interfere with the ability of the Loan Parties to conduct their businesses. (d) To the knowledge of the Borrowers, each Loan Party has valid and subsisting title to, or a valid license or right to use, all patents, patent applications, trademarks, service marks, copyrights, trade secrets, domain names, proprietary know-how and other rights in works of authorship (including all copyrights embodied in software) and all other intellectual property rights (the foregoing, collectively, “IP Rights”) needed to conduct the businesses of the Loan Parties as presently conducted, except where such failure to own or license or have rights to use would not have, individually or in the aggregate, have a Contributor Material Adverse Effect. To the knowledge of the Borrowers, (i) no Contributor Subsidiary, JV EntityLoan Party, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As its business as presently conducted, none of the operation of the buildingsinfringes upon, fixtures and other improvements comprising a part of the Properties is in violation misuses, or misappropriates any intellectual property rights of any applicable building code, zoning ordinance or other law or regulationthird party, except for where such violations that infringement, misuse or misappropriation would notnot have, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (de) Except for matters Each Loan Party has taken commercially reasonable steps to maintain the confidentiality of all confidential and proprietary information that would notis owned by such Loan Party, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) material to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party business of such Loan Party and that such Loan Party holds or purports to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute hold as a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)trade secret. (f) To the Contributor’s KnowledgeNo Loan Party has incorporated into any Proprietary Software Products any software that is available under an open-source software license (collectively, except “Open Source Software”), including any version of any software licensed pursuant to any GNU public license, in a manner that, with respect to software that such Loan Party intends to maintain as previously disclosed proprietary and deems material to the Company value of the Proprietary Software Product, would (i) require disclosure or distribution of such Proprietary Software Product in source code form; (ii) require the Operating Partnership, no tenant under licensing of such Proprietary Software Product for the purpose of making derivative works thereof; or (iii) impose any material restriction on the consideration to be charged for the distribution of such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse EffectProprietary Software Product.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 As of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning Initial Borrowing Date, Schedule 9.05(a) sets forth a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free correct and clear complete list of all Liens except for Permitted Liens Owned Real Property and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time Leased Real Property of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice correct and complete list of default with respect to any term or condition all Owned Real Property and Leased Real Property of any such agreement, including, without limitation, any ground lease, (ii) no event has occurred or has been threatened in writing, Target and its Subsidiaries which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be are expected to cause become Credit Parties on or after the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effectMerger Closing Date. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, Except as could not reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, as of the Initial Borrowing Date (a) (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice each of default with respect to any term or condition of any such Lease, Leases listed on Schedule 9.05(a) and (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the such leases (and all amendments thereto or modifications thereof) to which the Contributorsubleases listed on Schedule 9.05(b), any Contributor Subsidiary or any JV Entity in each case, is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding enforceable in accordance with its terms and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes (b) to the legal, valid and binding obligation knowledge of the Contributor Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the applicable Contributor Subsidiary Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or JV Entityotherwise has the right to use), and all of its Leased Real Property, in each case as is necessary to the Contributor’s Knowledgeconduct of its business in the ordinary course, each free of all Liens other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and than Permitted Liens. Notwithstanding anything to the Contributor’s Knowledgecontrary contained above or elsewhere in this Agreement, each other party theretofrom time to time, in accordance with its termsif it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, subject the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles the knowledge of equity (regardless the Borrower within five Business Days of whether enforcement the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is sought in a proceeding at law or in equityleased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. 14.1 The properties referred to in Schedule 4 comprise all real properties owned or occupied (whether or not under licence or any other arrangements or otherwise) by or leased to the PRC Affiliate or in respect of which the PRC Affiliate has any interest whatsoever. 14.2 To the Knowledge of the Vendor, with respect to each of the Owned Properties: (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 ownership of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior Owned Properties belongs to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit PRC Affiliate which has good title to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property.property; (b) Except the PRC Affiliate has gained or applied for matters that would notall relevant approvals and certificates with respect to the Owned Properties it owns, individually or including but not limited to, the Inspection and Acceptance Filling Form for the Completion of the project construction to be respectively approved and signed by official departments of building, survey, design, construction and supervision, the property title certificates for the buildings over the Land, the legal document proving the property title owned by it, and the property title certificate. (c) all the sale/transfer procedures as regards the Owned Properties have been completed and (where applicable) the sale/transfer has been validly registered in the aggregaterelevant department; (d) The delay in construction of the Owned Properties has been approved by Governmental Authority and the penalty fee has been fully paid up (if there is any); (e) all land premiums and/or purchase price payable in respect of the Owned Properties have been paid in full and no further land premiums or purchase price is or shall be payable; (f) the Owned Properties are not currently subject to any sale or transfer or mortgage procedures and they are not leased or transferred or given to others as a gift, have a Contributor Material Adverse Effectand the PRC Affiliate has not entered into any agreement to do any of the foregoing; the Owned Properties are not involved in any litigation or subject to any court order for attachment, possession, etc.; (g) the Owned Properties are not used by the PRC Affiliate for any unlawful purposes and has not violated any relevant land or construction regulations; (h) the Owned Properties are free from any other mortgage, charge, lien, lease, encumbrance or any other third party rights and the relevant company has not entered into any other agreement to do any of the foregoing; (i) no Contributor Subsidiary, JV Entity, nor the PRC Affiliate has not received from any other party to Governmental Authority or any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received competent authority any notice or order which may adversely affect its right to use the Owned Properties for the purpose for which it is presently being used; (j) all requisite consents necessary for the use of default with respect the Owned Properties as it is presently being used by the PRC Affiliate have been duly obtained and are in full force, validity and effect; (k) all the land user’s covenants contained in the Land Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to any term or condition of any the Owned Properties have been duly performed and observed to the extent that such agreement, including, without limitation, any ground lease, obligations have fallen due; (iil) no event has occurred or there has been threatened no change in writingthe terms and conditions of the Land Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the Owned Properties, which with or without the passage of time or the giving of notice, or both, would, individually or together with are all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right effect in favour of first refusal or offer pursuant to the leases with respect to the sale of any Property.PRC Affiliate; (cm) As presently conducted, none no default (or event which with notice or lapse of time or both will constitute a default) by the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, no event PRC Affiliate has occurred or has been threatened is continuing under the Land Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the Owned Properties and it is not in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration breach of any material obligation laws, rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any party thereto court or the creation of a Lien upon any asset Governmental Authority in respect of the Contributoruse, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, occupation and (iii) each enjoyment of the leases Owned Properties; and (n) all requisite licences, certificates and all amendments thereto or modifications thereof) to which authorities necessary for the Contributor, any Contributor Subsidiary or any JV Entity is a party or existing use of the Owned Properties by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is PRC Affiliate have been duly obtained and will be are valid and binding and in full force and effect. 14.3 To the Knowledge of the Vendor, with respect to each of the Leased Properties by the PRC Affiliate:- (a) the PRC Affiliate has the legal right to occupy the property upon the terms set out in the relevant tenancy or lease agreement (each a “Tenancy Agreement”) and the property is being used for lawful purposes, which are permitted by the relevant Tenancy Agreement and the occupation has not violated any relevant regulations applicable to the property; (b) all the rent and other payments payable by the PRC Affiliate have been paid up to date, and the user of the property occupied by the PRC Affiliate is in accordance with that provided for in the relevant Tenancy Agreement, all applicable legislation, statutory requirements, governmental or other orders, rules, directives or instruments affecting or appertaining to the use, occupation or enjoyment of the property and the terms of the relevant Tenancy Agreement have been duly complied with and the tenancy/lease is not subject to early termination due to default of the PRC Affiliate; (c) the PRC Affiliate has in all respects duly performed, observed and complied with any covenants, restrictions, conditions or agreements of the relevant Tenancy Agreement, and there is no subsisting breach of any covenants, restrictions, conditions, or agreements of the relevant Tenancy Agreement and (without prejudice to the generality of the foregoing) no notice of any alleged breach of any of the terms of the relevant Tenancy Agreement has been served on or received by it; (d) there is no claim or dispute between the PRC Affiliate and its landlord and the landlord is duly entitled to lease the land and/or buildings to it; (e) Except for matters that would notthe relevant Tenancy Agreement has been duly executed by the parties thereto with all the requisite legal formalities duly attended to, individually or in and the aggregaterelevant Tenancy Agreement is good, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is valid and subsisting and in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).; (f) To no circumstance which might affect or prejudice the Contributorrelevant Tenancy Agreement or otherwise affect the PRC Affiliate’s Knowledgeoccupation of the property has arisen or is likely to arise; (g) the PRC Affiliate has not received from any Governmental Authority, except and no Governmental Authority has issued, any, notice or order which may adversely affect such tenancy/lease and/or continued enjoyment of the property in accordance with the terms of the relevant Tenancy Agreement; (h) (where applicable) the requisite mortgagee’s consent has been duly obtained for the entering into of the relevant Tenancy Agreement and such consent is in full force, validity and effect; (i) all options to renew/early termination contained in the relevant Tenancy Agreement are legally enforceable by the PRC Affiliate against the landlord; (j) the relevant Tenancy Agreement contains usual provisions for tenancy agreement/lease of the relevant nature in the city where the relevant property is located and there are no unusual or onerous covenants or obligations on the part of the PRC Affiliate as previously disclosed tenant thereunder; (k) since commencement of the tenancy/lease term, the PRC Affiliate has enjoyed uninterrupted use of the property and the terms of the relevant Tenancy Agreement are fully enforceable by the PRC Affiliate against the landlord; (l) all the terms of the tenancy/lease are set out in the relevant Tenancy Agreement and the terms thereof have not been varied, modified, amended or supplemented verbally or by means of supplemental agreement(s) or correspondence between the landlord and the PRC Affiliate or otherwise; (m) there is no event which may give rise to a right on the Company part of the landlord to re-enter the property other than in case of emergency; and (n) all requisite licences, certificates and authorities necessary for the existing use of the property by the PRC Affiliate have been duly obtained and are valid and in full force. 14.4 Each of the Tenancy Agreements is valid and subsisting and in no way void or voidable and will not be liable to be terminated as a result of the Operating Partnershipexecution of this Agreement (including all associated transactions) and the terms, covenants and conditions contained in the relevant Tenancy Agreement will be duly performed and observed. 14.5 In relation to each Tenancy Agreement:- (a) no tenant rights for a landlord to terminate the relevant Tenancy Agreement have arisen or become exercisable or, with lapse of time, will become exercisable; (b) no circumstances have arisen or, with lapse of time, will arise under or as a result of which any such Lease is presently rights of the subject PRC Affiliate under the Tenancy Agreement (including any right to renew or extend the term of the Tenancy Agreement) has been or will be affected, prejudiced or terminated; (c) no circumstances which would entitle a landlord to exercise any power of entry upon or to take possession of the relevant property or which would otherwise restrict or terminate the continued possession or occupation thereof have arisen or, with lapse time, will arise; (d) no circumstances are likely to arise or, with lapse of time, may arise which may render any of the above untrue or inaccurate; and (e) there are no unusual or onerous covenants or obligations on the part of the PRC Affiliate to be observed or performed. 14.6 There are no circumstances which would enable any person or entity to exercise any right of re-entry or taking possession of any voluntary of the properties under the Tenancy Agreements or involuntary bankruptcy any part thereof or insolvency proceedings, except for matters that (if applicable) which would not, individually otherwise restrict or in terminate the aggregate, reasonably be expected to have a Contributor Material Adverse Effectcontinued possession or occupation of such properties or any part thereof. 14.7 Main Union does not own or lease any properties.

Properties. (a1) The Properties are Company or one of its Subsidiaries has (i) good and marketable fee title to the real property owned directly, in fee simple, by the Persons set forth on Section 4.10 Company or any of its Subsidiaries (collectively, the Contributor Disclosure Letter "Owned Properties") and (ii) good and valid leasehold title or their direct other occupancy right to the real property leased, subleased or indirect wholly owned subsidiaries. Each Contributor Subsidiary licensed by the Company or JV Entity listed as owning a Property on Section 4.10 any of its Subsidiaries (collectively, the Contributor Disclosure Letter is insured under a policy of title insurance "Leased Properties") (the Owned Properties and Leased Properties being sometimes referred to herein collectively as the owner of the fee simple estate (or, in the case of certain "Company Properties, the leasehold estate) of such Property"), in each case free and clear of all Liens except for Permitted Liens and options to purchase or lease (in the case of the Owned Properties), leases, subleases, rights of first offer, conditions of limitation, easements, Liens, if anycovenants, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreementrights-of-way and other restrictions (collectively, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property"Title Matters"), except for Permitted such Liens and LiensTitle Matters, if anywhich individually or in the aggregate, given do not have a Material Adverse Effect or which do not materially and adversely affect the current use or value of any Company Properties significant to secure mortgage indebtedness encumbering such Propertythe Company and its Subsidiaries taken as a whole. (b2) Except Each agreement under which real property is leased, subleased or licensed to the Company or one of its Subsidiaries (collectively, the "Company Leases") is in full force and effect in accordance with its respective terms and the Company or one of its Subsidiaries is the holder of the lessee's or tenant's interest thereunder and there exists no default under any of the Company Leases by the Company or any of its Subsidiaries and no circumstance exists which, with the giving of notice, the passage of time or both could result in such a default, except for such matters that would notor other circumstances which, individually or in the aggregate, do not have a Contributor Material Adverse Effect. Except as set forth in Section 3.14(b) of the Company Disclosure Schedule, (ithe consummation of the Merger or other transactions contemplated hereby does not violate the terms of any of the Company Leases, other than violations, which individually or in the aggregate do not have a Material Adverse Effect. Except as set forth in Section 3.14(b) of the Company Disclosure Schedule, there are no Contributor Subsidiary, JV Entity, nor any other party Company Leases subject to any Lien, sublease, assignment, license or other agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect granting to any term third party any interest in such Company Lease or condition any right to the use or occupancy of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV EntityLeased Property, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would notforegoing matters which, individually or in the aggregate, do not have a Contributor Material Adverse Effect. Neither . (3) Each of the Contributor nor Company and its Subsidiaries has all permits necessary to own or operate its Owned Real Property and Leased Real Property as currently owned, and, to the knowledge of the Company, no such permits will be required, solely as a result of the Merger or the other transactions contemplated hereby, to be issued after the Closing in order to permit the Company following the Merger to continue to own or operate such Company Properties, other than any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority such permits the absence of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that which would not, individually, or in the aggregate, not reasonably be expected to have a Contributor Material Adverse Effect. (d. Except as set forth in Section 3.14(b) Except for matters that would not, individually or in of the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s KnowledgeCompany Disclosure Schedule, neither the Contributor, any Contributor Subsidiary Company nor any JV Entityof its Subsidiaries has received, nor any other party to any Lease, has given or received any notice of default with respect to any term Owned Real Property or condition Leased Real Property, any written notice of default or any written notice of noncompliance with respect to applicable federal, state, local and foreign laws and regulations relating to zoning, building, fire, use restriction or safety or health codes which have not been remedied in all respects which has a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened condemnation or other governmental taking of any such Leaseof the Owned Real Property or Leased Real Property, which would have a Material Adverse Effect. All material buildings, structures, improvements and fixtures located on, under, over or within the Company Properties, taken as a whole, (iiA) to the Contributor’s Knowledge, no event has occurred or has been threatened are in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration good operating condition and repair and are structurally sound and free of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, defects; and (iiiB) each of the leases (are suitable, sufficient and appropriate in all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is respects for their current and will be valid and binding and in full force and effectcontemplated uses. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directlyCompany and its Subsidiaries have good title to, in fee simpleor good and valid leasehold interests in, by all property and assets reflected on the Persons set forth on Section 4.10 Balance Sheet or acquired after the Balance Sheet Date, except as have been disposed of since the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, Balance Sheet Date in the case ordinary course of certain Properties, the leasehold estate) of such Propertybusiness consistent with past practice and in compliance with this Agreement, in each case free and clear of all Liens except for (other than Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property). (b) Except for matters that would not, individually or in Neither the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, Company nor any other party to of its Subsidiaries currently own, or have ever owned, any agreement affecting any Property to interest in real property. (c) Each lease, sublease or license (each, a “Lease”) under which the ContributorCompany or any of its Subsidiaries leases, a Contributor Subsidiary subleases or JV Entity licenses any real property (whether as lessor or lessee) is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right Neither the Company nor any of first refusal or offer pursuant its Subsidiaries, nor to the leases Company’s Knowledge any other party to a Lease, has violated any provision of, or taken or failed to take any act which, with respect to or without notice, lapse of time, or both, would constitute a breach or default under the sale provisions of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulationsuch Lease, except for such violations that would notthose breaches or defaults that, individually or in the aggregateaggregate with all other Effects, have not and would not reasonably be expected to have a Contributor Company Material Adverse Effect. Neither the Contributor Company nor any Contributor Subsidiary nor any JV Entity of its Subsidiaries has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individuallyit, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given breached, violated or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default defaulted under any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or would, individually otherwise transferred any Lease or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset interest therein. Section 3.13(c) of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, Disclosure Letter sets forth a true and (iii) each complete list of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary Company or any JV Entity of its Subsidiaries is a party party, in each case identifying the tenant or by which lessee and the Contributorlandlord or lessor under each such Lease, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation address of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance real property associated with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently and the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effectmonthly rent payable thereunder.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed Except as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given would not reasonably be expected to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries have good and defensible title to all of the Parent Oil and Gas Interests reflected in the Parent Reserve Reports or disclosed in the Parent SEC Documents and attributable to interests owned by Parent and its Subsidiaries, except for such Parent Oil and Gas Interests sold, used or otherwise disposed of since December 31, 2018 in the ordinary course of business, free and clear of all Liens other than Parent Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of real property subject thereto by the owner (or lessee to the extent a Contributor leased property) thereof in the operation of its business. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property each Parent Oil and Gas Lease to which the Contributor, a Contributor Subsidiary Parent or JV Entity any of its Subsidiaries is a party (other than a Lease (as is valid and in full force and effect, subject to the limitation of such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground leaseenforcement by the Remedies Exceptions, (ii) none of Parent or any of its Subsidiaries (and, to Parent’s knowledge, no event third party operator) has occurred violated any provision of, or has been threatened in writingtaken or failed to take any act which, which with or without the passage notice, lapse of time or the giving of noticetime, or both, would, individually or together with all such other events, would constitute a default under any the provisions of such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted LiensParent Oil and Gas Lease, and (iii) none of Parent or any of its Subsidiaries has received written notice from the other party to any such Parent Oil and Gas Lease that Parent or any of its Subsidiaries, as the case may be, has breached, violated or defaulted under any Parent Oil and Gas Lease. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) either Parent or a Subsidiary of Parent has good and valid title to each real property (and each real property at which operations of Parent or any of its Subsidiaries are conducted) owned by Parent or any Subsidiary (but excluding the Parent Oil and Gas Interests) (such owned property collectively, the “Parent Owned Real Property”) and (ii) either Parent or a Subsidiary of Parent has a good and valid leasehold interest in each lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (or real property at which operations of Parent or any of its Subsidiaries are conducted) (but excluding the Parent Oil and Gas Interests) (such property subject to a lease, sublease or other agreement, the “Parent Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Parent Real Property Leases”), in each case, free and clear of all agreements affecting Liens other than any Property required for Parent Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the continued use, occupancy, management, leasing and existing use of real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of such its business. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (A) each Parent Real Property (exclusive of space leases) are valid and Lease is valid, binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant , subject to the leases with respect limitation of such enforcement by the Remedies Exceptions, and (B) no uncured default on the part of Parent or, if applicable, its Subsidiaries or, to the sale knowledge of Parent, the landlord thereunder, exists under any PropertyParent Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under a Parent Real Property Lease. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that Except as would notnot reasonably be expected to have, individually or in the aggregate, have a Contributor Parent Material Adverse Effect. Neither , (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Parent Owned Real Property or portion thereof except for such notices or proceedings the Parent Leased Real Property that would not, individually, or in the aggregate, reasonably be expected to have adversely affect the existing use of such Parent Owned Real Property or the Parent Leased Real Property by Parent or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among Parent and its Subsidiaries or among Parent’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of Parent Owned Real Property by Parent in the operation of its business thereon, and (iii) neither Parent nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a Contributor Material Adverse Effectmaterial portion of a Parent Owned Real Property or Parent Leased Real Property that would reasonably be expected to adversely affect the existing use of such Parent Owned Real Property or Parent Leased Real Property by Parent or its Subsidiaries in the operation of its business thereon. (d) Except for matters that as would notnot reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there is no pending or, to the knowledge of Parent, threatened, appropriation, condemnation or like Action or Order affecting the Parent Owned Real Property or any part thereof or of any sale or other disposition of the Parent Owned Real Property or any part thereof in lieu of condemnation or other matters affecting and impairing the current use, occupancy or value thereof. (e) Except as would not reasonably be expected to have have, individually or in the aggregate, a Contributor Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Parent Oil and Gas Interests are being received by Parent in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled Parent ▇▇▇▇▇ or awaiting on transfer orders for recently acquired Parent Oil and Gas Interests as of the date of this Agreement. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) to the Contributor’s Knowledgeall rentals, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party shut-ins and similar payments owed to any Leaseperson or individual under (or otherwise with respect to) any Parent Oil and Gas Leases have been properly and timely paid and (ii) all royalties, has given or received any notice of default minimum royalties, overriding royalties and other Production Burdens with respect to any term or condition of Parent Oil and Gas Interests have been timely and properly paid (other than any such LeaseProduction Burdens which are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law). (f) All of the Parent ▇▇▇▇▇ and all water, CO2 or injection ▇▇▇▇▇ located on the Parent Oil and Gas Leases or Parent Units or otherwise associated with a Parent Oil and Gas Interest have been drilled, completed and operated within the limits permitted by the applicable Parent Oil and Gas Contracts, Parent Oil and Gas Leases and applicable Law (iiother than Environmental Law and those relating to Taxes), and all drilling and completion (and plugging and abandonment) to of the Contributor’s KnowledgeParent ▇▇▇▇▇ and such other ▇▇▇▇▇ and all related development, no event has occurred or has production and other operations have been threatened conducted in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together compliance with all such other eventsapplicable Laws except, constitute a default under any Leasein each case, or would, individually or together with all such other events, as would not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would nothave, individually or in the aggregate, a Parent Material Adverse Effect. (g) All Parent Oil and Gas Interests operated by Parent and its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Parent Oil and Gas Leases and applicable Law (other than Environmental Law and those relating to Taxes), except where the failure to so operate would not reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would nothave, individually or in the aggregate, a Parent Material Adverse Effect. (h) None of the Parent Oil and Gas Interests are subject to any preferential purchase, consent or similar right that would become operative as a result of the transactions contemplated by this Agreement, except for any such preferential purchase, consent or similar rights that would not reasonably be expected to have have, individually or in the aggregate, a Contributor Parent Material Adverse Effect. (i) None of the Parent Oil and Gas Interests are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Properties. (a) The Properties are All of the real estate properties owned directly, in fee simple, or leased by the Persons set forth on Section 4.10 Company and each of its Subsidiaries as of the Contributor date hereof are listed in Section 3.01(q) of the Company Disclosure Letter Schedule. Each such property that is leased by the Company or their one of its Subsidiaries is designated as a leased property in Section 3.01(q) of the Company Disclosure Schedule. The Company has no direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed ownership interest in any real property as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as date hereof other than the owner properties owned by the Company and its Subsidiaries and set forth in Sections 3.01(s) and 3.01(q) of the Company Disclosure Schedule. The Company and each of its Subsidiaries own fee simple estate or leasehold title (or, each as indicated in the case of certain Properties, the leasehold estateSection 3.01(q) of such Propertythe Company Disclosure Schedule) to each of the real properties identified in Section 3.01(q) of the Company Disclosure Schedule (the "Company Properties"), in each case free and clear of all Liens liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title (collectively, "Encumbrances"), except for Permitted Liens such Encumbrances as, individually and Liensin the aggregate, could not reasonably be expected to have a Company MAE. Except for such of the following as, individually and in the aggregate, could not reasonably be expected to have a Company MAE, the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), except for (i) Encumbrances and Property Restrictions, (ii) Property Restrictions imposed or promulgated by Law or any governmental body or authority with respect to real property, including zoning regulations, that do not and as a consequence of the Merger will not adversely affect the current use of the property, materially detract from the value of or materially interfere with the present use of the property, (iii) Encumbrances and Property Restrictions disclosed on existing title policies, commitments (and the documents listed as exceptions therein), reports, certificates of title, title opinions or current surveys (in each case copies of which title policies, commitments (and the documents listed as exceptions therein), reports and surveys have been, or will be prior to the Closing, delivered or made available to RECO), and (iv) mechanics', carriers', supplier's, workmen's or repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would notwhich, individually or in the aggregate, have are not material in amount, do not and as a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which consequence of the Contributor, a Contributor Subsidiary Merger will not materially detract from the value of or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default materially interfere with respect to any term or condition the present use of any of the Company Properties subject thereto or affected thereby, and do not and as a consequence of the Merger will not otherwise materially impair business operations conducted by the Company and its Subsidiaries and which have arisen or been incurred only in the ordinary course of business. Except for such agreement, including, without limitation, any ground lease, (ii) no event has occurred or has been threatened in writing, which with or without of the passage of time or the giving of notice, or both, wouldfollowing as, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, could not reasonably be expected to have a Contributor Material Adverse Effect. Company MAE, valid policies of title insurance have been issued insuring the Company's or its applicable Subsidiary's fee simple (dor leasehold to the extent disclosed in Section 3.01(q) of the Company Disclosure Schedule) title to each of the Company Properties in amounts at least equal to the purchase price thereof or, if acquired through merger, the stipulated value thereof, and such policies are, at the date hereof, in full force and effect and no claim has been made against any such policy and the Company has no knowledge of any facts or circumstances which would constitute the basis for such a claim. Except for matters that would notsuch of the following as, individually or and in the aggregate, could not reasonably be expected to have a Contributor Material Adverse EffectCompany MAE, (iA) to the Contributor’s Knowledgeno certificate, neither the Contributor, permit or license from any Contributor Subsidiary nor governmental authority having jurisdiction over any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the ContributorCompany Properties or any agreement, easement or other right which is necessary to permit the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, lawful use and (iii) each operation of the leases (buildings and all amendments thereto or modifications thereof) to which the Contributor, improvements on any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases Company Properties as currently operated or which is necessary to which permit the Contributorlawful use and operation of all driveways, roads and other means of egress and ingress to and from any Contributor Subsidiary or any JV Entity of the Company Properties (a "REA Agreement") has not been obtained and is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is not in full force and effect, and constitutes the legal, valid and binding obligation there is no pending threat of the Contributor modification or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles cancellation of equity (regardless any of whether enforcement same nor is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant any of its Subsidiaries currently in default under any such Lease is presently REA Agreement and the subject of any voluntary or involuntary bankruptcy or insolvency proceedingsCompany Properties are in full compliance with all governmental permits, licenses and certificates, except for matters that would not, individually such defaults which or in the aggregate, where such noncompliance could not reasonably be expected to have a Contributor Material Adverse EffectCompany MAE; (B) no written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any of the Company Properties has been issued by any governmental authority; (C) there are no material structural defects relating to any of the Company Properties; (D) there is no Company Property whose building systems are not in working order in any material respect; and (E) there is no physical damage to any Company Property in excess of $750,000 for which there is no insurance in effect (other than reasonable and customary deductibles) covering the full cost of the restoration. Except for such of the following as, individually and in the aggregate, could not reasonably be expected to have a Company MAE, the use and occupancy of each of the Company Properties complies in all material respects with all applicable codes and zoning laws and regulations, and the Company has no knowledge of any pending or threatened proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or access to any of the Company Properties, with such exceptions as are not material and do not interfere with the use made and proposed to be made of such Company Properties. Except for such of the following as, individually and in the aggregate, could not reasonably be expected to have a Company MAE, neither the Company nor any of its Subsidiaries has received any written notice to the effect that (x) any betterment assessments have been levied against, or any condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties or (y) any zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Company Properties or by the continued maintenance, operation or use of the parking areas. Except for such of the following as, individually and in the aggregate, could not reasonably be expected to have a Company MAE, following a casualty, each of the Company Properties could be reconstructed and used for hotel purposes under applicable zoning laws and regulations, except that in certain circumstances such reconstruction would have to comply with the dimensional requirements of applicable zoning laws and regulations in effect at the time of reconstruction. Except as otherwise could not reasonably be expected to have a Company MAE, there are no outstanding abatement proceedings or appeals with respect to the assessment of any Company Property for the purpose of real property taxes, and there are no agreements with any governmental authority with respect to such assessments or tax rates on any Company Property. None of the Company Properties is subject to any contractual restriction on the sale or other disposition thereof or on the financing or release of financing thereon.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 None of the Contributor Disclosure Letter Company or their direct or indirect wholly owned subsidiaries. Each Contributor any Company Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take owns any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyreal property. (b) Except for Section 3.19(b) of the Company Disclosure Letter contains an accurate and complete list, as of the date of this Agreement, of all material real property that is leased, subleased, sub-subleased, or licensed to the Company or any Company Subsidiary, as applicable, and sets forth an accurate and complete list of any and all material leases, subleases, sub-subleases and licenses to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). Accurate and complete copies of all material Real Estate Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) Each Real Estate Lease (i) is in full force and effect and is valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies (the foregoing (A) and (B), the “Enforceability Limitations”); (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Parent; and (iii) except with respect to any Permitted Liens granted under the terms of any of the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries, other than, in each case, any matters that would notthat, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, not had and would not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of have, a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Company Material Adverse Effect. (d) Except for matters that would not, individually or in Neither the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary Company nor any JV Entity, nor any other party to any Lease, of the Company Subsidiaries has given or received any a written notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to Real Estate Lease which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectremains uncured. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 Each of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain PropertiesHoldings, the Borrower and the Subsidiaries has good title to, or valid leasehold estate) of such Propertyinterests in, in each case free all its real and clear of all Liens except for Permitted Liens and Liens, if any, given personal property material to secure mortgage indebtedness encumbering such Property. Prior to its business (including the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any PropertyMortgaged Properties), except for Permitted Encumbrances, Liens permitted under Section 6.02 and Liens, if any, given minor defects in title that do not interfere with its ability to secure mortgage indebtedness encumbering conduct its business as currently conducted or as proposed to be conducted or to utilize such Property. (b) Except properties for matters that would not, individually or in their intended purposes except to the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as extent such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, interference could not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of result in a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (db) Except Each of Holdings, the Borrower and the Subsidiaries owns, or licenses pursuant to a valid and enforceable written agreement, all Intellectual Property and Software necessary for matters that would notand material to the operation and conduct of their businesses as currently conducted. To the knowledge of Holdings and the Borrower, individually the operation and conduct of the businesses of Holdings, the Borrower and the Subsidiaries (including the use or in the aggregatepractice of any Intellectual Property and Software therein) does not infringe, misappropriate or dilute any Intellectual Property owned by any other Person except as could not reasonably be expected to have result in a Contributor Material Adverse Effect. As of the Effective Date, no other Person has contested in writing any right, title or interest of Holdings, the Borrower or any Subsidiary in or relating to any material Intellectual Property or Software or challenged in writing the ownership, use, validity or enforceability of any material Intellectual Property owned by Holdings, the Borrower or any Subsidiary (including the use, validity or enforceability of any licenses to any Intellectual Property held by Holdings, the Borrower or any Subsidiary) except as could not reasonably be expected to result in a Material Adverse Effect. As of the Effective Date, there are no pending (or, to the knowledge of Holdings and the Borrower, threatened) actions, investigations, suits, proceedings or orders with respect to any such infringement, misappropriation or dilution or any other violation, impairment, contest or challenge in writing relating to material Intellectual Property except as could not reasonably be expected to result in a Material Adverse Effect. As of the date hereof, no judgment or order regarding any such infringement, misappropriation, dilution, violation, impairment, contest or challenge has been rendered by any competent Governmental Authority, no settlement agreement or similar contract has been entered into by Holdings, the Borrower or any Subsidiary with respect to any such infringement, misappropriation, dilution, violation, impairment, contest or challenge wherein such settlement agreement or similar contract could result in a Material Adverse Effect, (i) and none of Holdings, the Borrower or any Subsidiary has any reason to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition know of any valid basis for any claim for or based on any such Leaseinfringement, (ii) to the Contributor’s Knowledgemisappropriation, no event has occurred dilution, violation, impairment, contest or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, challenge except as could not reasonably be expected to cause result in a Material Adverse Effect. To the acceleration knowledge of Holdings and the Borrower, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any material obligation Intellectual Property of any party thereto or the creation of a Lien upon any asset of the ContributorHoldings, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary Borrower or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, except as could not reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought result in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (c) Schedule 3.05(c) sets forth the address of each real property that is owned or leased by the Borrower or any Subsidiary as of the Effective Date after giving effect to the Transactions. (d) As of the Effective Date, none of Holdings, the Borrower or any Subsidiary has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation that could reasonably be likely to result in a Material Adverse Effect.

Properties. (a) The Properties are owned directly, Except in fee simple, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed any such case as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free has not had and clear of all Liens except for Permitted Liens and Liens, if any, given would not reasonably be expected to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, have a Contributor Material Adverse Effect, Effect on the Company: (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale real property owned by the Company or its Subsidiaries (the “Owned Real Property”), the Company or one of its Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of any Property. Lien (cother than Permitted Liens); (ii) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term the real property leased, subleased or condition licensed to or otherwise occupied by the Company or its Subsidiaries (the “Leased Real Property”), the lease, sublease, license or occupancy agreement for such property is valid, and binding on and enforceable by/against the Company or its Subsidiaries, as applicable (except those which are cancelled, rescinded or terminated after the date of any such Leasethis Agreement in accordance with their terms and subject to applicable bankruptcy, (ii) insolvency, fraudulent transfers, reorganization, moratorium and other laws, affecting creditors’ rights generally and general principles of equity), and to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset knowledge of the ContributorCompany, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Lienseach other party thereto, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes none of the legalCompany or any of its Subsidiaries is in breach of or default under such lease, valid sublease, license or occupancy agreement and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder; (iii) with respect to any real property leased, subleased or licensed by the Company or any of its Subsidiaries to a third party, the lease, sublease, license or occupancy agreement for such property is valid, enforceable and binding obligation on the parties thereto (except those which are cancelled, rescinded or terminated after the date of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, this Agreement in accordance with its terms, their terms and subject to applicable bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium and similar Laws other laws, affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity) and in full force and effect and no party thereto is in breach of or default under such lease, sublease, license or occupancy agreement and no event has occurred which, with notice, lapse of time or both would constitute a breach or default by any party thereto or permit termination or modification thereof; and (regardless of whether enforcement is sought iv) all buildings, structures, fixtures and improvements included within the Owned Real Property and the Leased Real Property (the “Improvements”) are in a proceeding at law good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or in equity). (f) To the Contributor’s Knowledgeheld for use, except as previously disclosed and to the Company knowledge of the Company, there are no facts or conditions affecting any of the Operating PartnershipImprovements that, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, would reasonably be expected to have materially interfere with the current use, occupancy or operation thereof. Section 4.18 of the Company Disclosure Schedule contains a Contributor Material Adverse Effecttrue and complete list of all Owned Real Property and Leased Real Property.

Properties. (a) The Properties are SOR has made available to SOR II a list of each parcel of real property currently owned directlyor ground leased by SOR or any SOR Subsidiary, in fee simple, by together with the Persons applicable SOR Subsidiary owning or leasing such property. Except as set forth on in Section 4.10 5.10 of the Contributor SOR Disclosure Letter or their direct as disclosed in title insurance policies and reports (and the documents or indirect wholly owned subsidiaries. Each Contributor surveys referenced in such policies and reports): (A) SOR or a SOR Subsidiary or JV Entity listed as owning a Property on Section 4.10 owns fee simple title to each of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain SOR Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens Liens; (B) except as has not had and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor SOR Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, neither SOR nor any other party to any agreement affecting any Property to which the Contributor, a Contributor SOR Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any written notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, Law affecting any portion of any of the SOR Properties issued by any Governmental Authority; and (C) except for such violations that as would not, individually or in the aggregate, have a Contributor SOR Material Adverse Effect. Neither the Contributor , neither SOR nor any Contributor SOR Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any to the effect that there are (1) condemnation or rezoning proceedings that are pending or threatened proceedings for with respect to any of the rezoning SOR Properties or (2) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any Property buildings or portion thereof except for such notices other improvements on any of the SOR Properties or proceedings that would notby the continued maintenance, individually, operation or in use of the aggregate, reasonably be expected to have a Contributor Material Adverse Effectparking areas. (db) Except for matters that SOR has not received written notice of, nor does SOR have any Knowledge of, any material latent defects or adverse physical conditions affecting any of the SOR Properties or the improvements thereon, except as would not, individually or in the aggregate, reasonably be expected to have a Contributor SOR Material Adverse Effect. (c) SOR and the SOR Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them. Neither SOR’s nor the SOR Subsidiaries’ ownership of any such personal property is subject to any Liens, other than Permitted Liens. (d) A policy of title insurance has been issued for each SOR Property insuring, as of the effective date of such insurance policy, (ii)(A) to fee simple title interest held by SOR or the Contributor’s Knowledge, neither the Contributor, any Contributor applicable SOR Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term SOR Properties that are not subject to ground leases and (B) a valid leasehold estate held by SOR or condition of any such Lease, the applicable SOR Subsidiary that are subject to ground leases and (ii) to the Contributor’s KnowledgeKnowledge of SOR, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is insurance policies are in full force and effect, and constitutes the legal, valid and binding obligation no material claim has been made against any such policy that remains outstanding as of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles date of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)hereof. (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, Acquired Companies own no real properties. All of the real properties leased by the Persons Acquired Companies on the Closing Date are set forth on Section 4.10 in Schedule 3.7(a). True and correct copies of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiariesall lease agreements and any subsequent amendments of such lease agreements have been provided to Buyers and are listed in Schedule 3.7(a). Each Contributor Subsidiary or JV Entity listed Except as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, set forth in the case of certain PropertiesSchedule 3.7(a), the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach Acquired Companies are not subject to any Propertyreal property leases, subleases or occupancy agreements pursuant to which an Acquired Company is the lessee, sublessee or occupant of any real property. The applicable lease for each location set forth in Schedule 3.7(a) is in full force and effect and, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or as disclosed in the aggregate, have a Contributor Material Adverse EffectSchedule 3.7(a), (i) no Contributor Subsidiaryneither the applicable Acquired Company nor, JV Entityto the Knowledge of the Company, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity lessor is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, in material Breach thereunder and (ii) no event has occurred which (after notice or has been threatened in writing, which with or without the passage lapse of time or the giving of noticeboth) would become a material Breach under, or both, would, individually or together with all such other events, constitute a default under any such agreementwould otherwise permit material modification of, or wouldcancellation, individually acceleration or together with all such other eventstermination of, reasonably be expected to cause the acceleration of any material obligation of any party thereto applicable lease or would result in the creation of or right to obtain any Encumbrance upon, or any Person obtaining any right to acquire, any assets, rights or interests of the Acquired Companies. Furthermore, the consummation of the Contemplated Transactions will not result in a Lien upon material Breach under any asset of any Contributor Subsidiary or JV Entitythe material lease agreements set forth on Schedule 3.7(a). (b) Except as disclosed in Schedule 3.7(b), except for Permitted Liens, and (iii) all agreements affecting any Property required no Consent is necessary for the continued useexecution, occupancy, management, leasing and operation delivery or performance of such Property (exclusive this Agreement by the Company or the other Transaction Documents to which it is a party or the consummation of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer the Contemplated Transactions by the Company pursuant to the leases with respect lease agreements set forth on Schedule 3.7(a) the failure of which to the sale of any Propertyobtain or make would be material. (c) As presently conducted, none Except for properties and assets disposed of in the Ordinary Course of Business since the date of the operation Interim Balance Sheet, the Acquired Companies have good and marketable title to all of the buildingsmaterial properties and assets included in the Interim Balance Sheet, fixtures free and clear of any Encumbrances other improvements comprising a part than Permitted Encumbrances. The Acquired Companies own, lease, license or otherwise have the contractual right to use all of the Properties is material personal property used in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings necessary for the rezoning conduct of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse EffectBusiness as currently conducted. (d) Except for matters that would not, individually or All statements and representations made in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, no event has occurred or has been threatened Tenant Estoppels are true and correct in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectrespects. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 Company or a Subsidiary of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the Company owns good and marketable fee simple estate title (or, in the case of certain Properties, the or leasehold estate) to each of its real properties used in the ordinary course of its business (such real property, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights of way and other appurtenances to such real property, collectively, the “Company Properties” and each, a “Company Property”). Section 3.7(a) of the Company Disclosure Schedule sets forth each Company Property owned or leased by the Company and its Subsidiaries, and, for each Company Property that is leased to a tenant, the following information: (i) the address of the Company Property and the name of the Company Subsidiary that owns such Company Property, in each case free (ii) the name of the tenant, (iii) the “concept”, and clear of all Liens except for Permitted Liens and Liens(iv) whether the Company Property currently is or, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time Company’s Knowledge, has ever been operated as a gas station. Except (i) as set forth in the Title Insurance Policies, (ii) for the Company Leases, (iii) for any easements granted in the ordinary course of business since the date of the transactions contemplated Title Insurance Policies, none of which has had or would reasonably be expected to result in this Agreementa Company Material Adverse Effect, and (iv) mortgage encumbrances related to securitizations or secured transactions, no Contributor Subsidiary or JV Entity shall take or omit to take other Person has any action to cause real property ownership interest in any Lien to attach of the Company Properties (other than those Company Properties owned in joint venture arrangements). The Company Properties are not subject to any Propertyrights of way, written agreements, covenants, laws, ordinances and regulations (including zoning regulations or building codes affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”) or liens (including liens for Taxes), mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title (collectively, the “Encumbrances”), except for Permitted Liens and Liens(A) Property Restrictions imposed or promulgated by law or any Governmental Entity with respect to real property, if any, given including zoning regulations which would not reasonably be expected to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or result in the aggregate, have a Contributor Company Material Adverse Effect, (iB) no Contributor SubsidiaryProperty Restrictions and Encumbrances disclosed on the Title Insurance Policies or existing surveys and easements granted in the ordinary course of business since the date of the Title Insurance Policies, JV Entity, nor any other party none of which would adversely effect the tenant’s obligation to any agreement affecting any Property to which pay rent under the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a applicable Company Lease (as such term is hereinafter defined) for space within such Propertydefined below), has given or received any notice of default with respect to any term or condition of any such agreement(C) mechanics’, includingcarriers’, without limitationworkmen’s and repairmen’s liens and other Encumbrances and Property Restrictions, any ground lease, (ii) no event has occurred or has been threatened in writingif any, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, would not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of result in a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted LiensCompany Material Adverse Effect, and (iiiD) all agreements affecting any Property required liens for the continued use, occupancy, management, leasing Taxes not yet due and operation of such Property payable (exclusive of space leasesitems (i) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. – (civ) As presently conducted, none of the operation preceding sentence and the foregoing items (A) – (D), the “Permitted Encumbrances”). There is no default under any of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that Permitted Encumbrances which would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have result in a Contributor Company Material Adverse Effect. (b) Valid policies of title insurance (“Title Insurance Policies”) have been issued or irrevocably committed to be issued insuring the Company’s or the applicable Company Subsidiary’s fee simple title (or leasehold estate) in each of the Company Properties owned by it in amounts at least equal to the purchase price thereof paid by Company or its Subsidiary in the case of Company Properties owned by the Company or any of its Subsidiaries, subject only to matters and exceptions disclosed in such policies, none of which would adversely effect the tenant’s obligation to pay rent under the applicable Company Lease. Such policies are, at the date hereof, in full force and effect and no written claim has been made against any of the Title Insurance Policies. (c) There has been no physical damage to any Company Properties which would be reasonably expected to result in a Company Material Adverse Effect after giving effect to any applicable insurance. (d) Except for matters Neither Company nor any of the Subsidiaries of the Company nor, to the Company’s Knowledge, any tenant under a Company Lease, has received any notice with respect to any Company Property, and neither the Company nor any of the Subsidiaries has any Knowledge, to the effect that any condemnation or rezoning proceedings are pending or threatened which would not, individually or in the aggregate, reasonably be expected to have result in a Contributor Company Material Adverse Effect. All work to be performed, (i) payments to be made and actions to be taken by the Company or any of its Subsidiaries prior to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party date hereof pursuant to any Leaseagreement entered into with a Governmental Entity in connection with a site approval, has given zoning reclassification or received other similar action (e.g., local improvement district, road improvement district, environmental mitigation) material to Company and any notice of default with respect to any term its Subsidiaries taken as a whole have been performed, paid or condition of any such Leasetaken, (ii) as the case may be, and to the ContributorCompany’s Knowledge, no event has occurred planned or has been threatened in writingproposed work, which with payments or without actions that may be required after the passage date hereof pursuant to such agreements are material to Company and any of time or the giving of notice, or both, would, individually or together with all such other events, constitute its Subsidiaries taken as a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectwhole. (e) Except for matters Neither the Company nor any Subsidiary has engaged any property manager that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to not the Company or a Subsidiary of the Operating Partnership, no tenant under Company for any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse EffectCompany Property.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed Except as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given would not reasonably be expected to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, have a Contributor Parent Material Adverse Effect, (i) no Contributor SubsidiaryParent and its Subsidiaries have good title to, JV Entityor valid leasehold interests in, nor any other party to any agreement affecting any Property to which all property and assets reflected on the ContributorParent Balance Sheet or acquired after the Balance Sheet Date, a Contributor Subsidiary or JV Entity is a party (except as have been disposed of since the Balance Sheet Date in the ordinary course of business, free and clear of all Liens other than a Lease Permitted Liens. (as such term is hereinafter definedb) for space within such Property), has given or received any notice of default Except with respect to any term Oil and Gas Properties, Section 4.14(b) of the Parent Disclosure Schedule sets forth a list of (i) all real property owned by Parent or condition any of any its Subsidiaries (each such agreementproperty, including, without limitation, any ground lease, a “Parent Owned Real Property”) and (ii) no event has occurred all material real property leased by Parent or has been threatened in writingany of its Subsidiaries (each such property, which with or without the passage of time or the giving of notice, or both, would, individually or a “Parent Leased Real Property” and together with all such other eventsthe Parent Owned Real Property, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any “Parent Real Property”). (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that Except as would notnot reasonably be expected to have, individually or in the aggregate, have a Contributor Parent Material Adverse Effect. Neither the Contributor Effect and except for Permitted Liens, neither Parent nor any Contributor Subsidiary nor of its Subsidiaries: (i) lease or grant any JV Entity has received Person the right to use or occupy all or any written notice from a Governmental Authority part of any pending Parent Owned Real Property, or threatened proceedings for the rezoning (ii) has granted any Person an option, right of any first offer, or right of first refusal to purchase such Parent Owned Real Property or any portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effectinterest therein. (d) Except for matters that as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Contributor Parent Material Adverse Effect, (i) i)Parent or one of its Subsidiaries has a valid leasehold interest in all Parent Leased Real Property, in each case as to the Contributor’s Knowledgesuch leasehold interest, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any free and clear of all Liens other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, than Permitted Liens and (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of Parent and its Subsidiaries is in compliance in all material respects with the terms of all leases (and all amendments thereto or modifications thereof) of Parent Leased Real Property to which the Contributor, any Contributor Subsidiary or any JV Entity it is a party or by and under which the Contributorit is in occupancy, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity such lease is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation agreement of (A) Parent or its Subsidiary, as the Contributor or the applicable Contributor Subsidiary or JV Entitycase may be, and (B) to the ContributorParent’s Knowledgeknowledge, each other party thereto, enforceable against each Contributor Subsidiary Parent or JV Entitysuch Subsidiary, and as the case may be, and, to the ContributorParent’s Knowledgeknowledge, each against the other party or parties thereto, in each case, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subjectthe Remedies Exception. (e) Except as set forth on Section 4.14(e) of the Parent Disclosure Schedule, as of the date hereof, Parent has not received any written notice that all or any portion of material Parent Real Property is subject to enforceabilityany governmental order to be sold or is being condemned, to general principles expropriated or otherwise taken by any Governmental Authority with or without payment of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)compensation therefor. (f) To Except for any Permitted Liens and as set forth in Section 4.14(f) of the ContributorParent Disclosure Schedule, to Parent’s Knowledgeknowledge (i) there are no material contractual or legal restrictions that prevent Parent or any of its Subsidiaries from using any Parent Real Property for its current use, except as previously disclosed to and (ii) all structures and other buildings on the Company Parent Real Property are in operating condition and none of such structures or the Operating Partnership, no tenant under any such Lease buildings is presently the subject in need of any voluntary maintenance or involuntary bankruptcy or insolvency proceedings, repairs except for matters that would notordinary, individually or routine maintenance and repairs, and except for ordinary wear and tear in the aggregate, reasonably be expected to have a Contributor Material Adverse Effectall material respects.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 5.15(a) of the Contributor Parent Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning sets forth a Property on Section 4.10 list of the Contributor Disclosure Letter address of each Parent Property and whether such Parent Property is insured under a policy of title insurance as the owner owned, leased or subleased. As of the fee simple estate (or, in the case date of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor neither Parent nor any Parent Subsidiary is under contract to purchase, lease or JV Entity shall take sublease any real property. Neither Parent nor any Parent Subsidiary owns any mortgage notes receivables or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure commercial mortgage indebtedness encumbering such Propertybacked or similar securities. (b) Either Parent or a Parent Subsidiary owns good and marketable fee simple or leasehold (as applicable) title to each of the Parent Properties, in each case, free and clear of Liens, except for Parent Permitted Liens. Each Parent JV owns good and marketable fee simple or leasehold (as applicable) title to each real property owned or leased (including ground leased) as lessee or sublessee, by such Parent JV as of the date of this Agreement (including all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property) (“Parent JV Properties”), except for Parent Permitted Liens. (i) Except for matters the certificates, permits and licenses that would notare the subject of Section 5.14, which are addressed solely in such section, each certificate, permit and license from any Governmental Authority having jurisdiction over any of the Parent Properties or the Parent JV Properties and any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Parent Properties or the Parent JV Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Parent Properties or the Parent JV Properties is in full force and effect as of the date of this Agreement (and there is no pending written threat of modification or cancellation of any of same), except for such failures to be in full force and effect which, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Contributor Parent Material Adverse Effect, and (ii) there exists no uncured violation of any Laws affecting any of the Parent Properties that, individually or in the aggregate, has had, or would reasonably be expected to have, a Parent Material Adverse Effect. (d) No condemnation, eminent domain or similar proceeding is pending with respect to any owned Parent Property or any Parent JV Property, and neither Parent nor any Parent Subsidiary has received any written notice to the effect that (i) any condemnation or rezoning proceedings are threatened with respect to any of the Parent Properties or Parent JV Properties or (ii) any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in violation) for any Parent Property or Parent JV Property, except with respect to each of clauses (i) and (ii) as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. (e) The information set forth in the rent rolls for each of the Parent Properties, as of February 28, 2023, is true and correct in all material respects. There are no ground leases or other leases for the Parent Properties to which Parent or any Parent Subsidiary is the lessee or sublessee (collectively, “Parent Tenant Leases”). (f) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, neither Parent nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Parent Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any written notice of breach or violation of, or default with respect to any term or condition of any such agreement, including, without limitationunder, any ground leaseParent Landlord Lease, nor, to the Knowledge of Parent, is any counterparty in breach or violation of, or default under, any Parent Tenant Lease or Parent Landlord Lease, in each case, which violation or breach remains outstanding and uncured, (ii) no event has occurred or has been threatened tenant under a Parent Landlord Lease is in writingmonetary default under such Parent Landlord Lease, which default remains outstanding and uncured, (iii) each Parent Tenant Lease and Parent Landlord Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to Parent or without a Parent Subsidiary and, to the passage Knowledge of time Parent, with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law), and (iv) neither Parent nor any Parent Subsidiary is responsible for any outstanding Tenant Improvements, Tenant Improvement allowances or leasing commissions required in connection with any Parent Tenant Lease or Parent Landlord Lease. (g) Except as set forth in the giving Parent Title Insurance Policies, there are no pending Tax abatements or exemptions specifically affecting any of noticethe Parent Properties, and neither Parent nor any Parent Subsidiary has received any written notice of any proposed increase in the assessed valuation of any Parent Property, except in each case for any such Taxes or both, wouldassessment that, individually or together with all such other eventsin the aggregate, constitute a default under any such agreementhas not had, or would, individually or together with all such other events, and would not reasonably be expected to cause have, a Parent Material Adverse Effect. (h) Except for the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Parent Permitted Liens, as set forth in the Parent Landlord Leases, or as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, (iiii) all agreements affecting any Property required for the continued usethere are no unexpired option to purchase agreements, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Parent Property or any portion thereof, and (ii) there are no other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Parent Property or any portion thereof that is owned by Parent or any Parent Subsidiary, which, in each case, is in favor of any party other than Parent or any Parent Subsidiary (a “Parent Third Party”). (i) Except pursuant to a Parent Landlord Lease or any Parent Tenant Lease, neither Parent nor any Parent Subsidiary is a party to any agreement pursuant to which Parent or any Parent Subsidiary manages or manages the leases development of any real property for any Parent Third Party. (j) For each Parent Property, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, policies of (i) title insurance have been issued insuring, as of the effective date of each such insurance policy, the fee simple title interest (together with appurtenant easements) held by Parent or the applicable Parent Subsidiary with respect to the sale Parent Properties that are not subject to the Parent Tenant Leases, and (ii) leasehold insurance have been issued insuring, as of the effective date of each such insurance policy, the leasehold interest that Parent or the applicable Parent Subsidiary holds with respect to each Parent Property that is subject to a Parent Tenant Lease (each, a “Parent Title Insurance Policy” and, collectively, the “Parent Title Insurance Policies”). No written claim has been made against any Parent Title Insurance Policy, which, individually or in the aggregate, would be material to any Parent Property. (ck) As presently conductedTo the Knowledge of Parent, none no Parent Property is (i) under development as of the operation date hereof (other than normal repair and maintenance), or (ii) subject to a binding agreement for development or commencement of construction by Parent or a Parent Subsidiary, in each case other than those pertaining to customary capital repairs, replacements and other similar correction of deferred maintenance items in the ordinary course of business or as required pursuant to the Parent Landlord Leases or the Parent Tenant Leases. (l) To the Knowledge of Parent, neither Parent nor any Parent Subsidiary nor any counterparty is in breach or violation of, or default under, any leasing brokerage or third party management services agreement or arrangement to Parent or any Parent Subsidiary, which breach or violation, individually or in the aggregate, has had, or would reasonably be expected to have, a Parent Material Adverse Effect. (m) Parent and the Parent Subsidiaries and the Parent JVs have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all tangible personal property owned, used or held for use by them as of the buildingsdate of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy), fixtures except as, individually or in the aggregate, has not had, and other improvements comprising would not reasonably be expected to have, a part Parent Material Adverse Effect. None of the Properties Parent’s or any Parent Subsidiary’s or any Parent JV’s ownership of or leasehold interest in any such personal property is in violation of subject to any applicable building code, zoning ordinance or other law or regulationLiens, except for such violations that would notthe Parent Permitted Liens and Liens that, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that not had, and would not, individually, or in the aggregate, not reasonably be expected to have have, a Contributor Parent Material Adverse Effect. (di) Except for matters that would notThere are no structural defects, or violations of Law, relating to any Parent Property or Parent JV Property that, individually or in the aggregate, have had, or would reasonably be expected to have have, a Contributor Parent Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, and (ii) to the Contributor’s Knowledge, no event physical damage has occurred at any Parent Property or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the Parent JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would notthat, individually or in the aggregate, has had, or would reasonably be expected to have have, a Contributor Parent Material Adverse Effect, each Effect for which there is not insurance in effect covering the cost of the Leases to which restoration and the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation loss of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its termsrevenue, subject to applicable bankruptcy, insolvency, reorganization, moratorium reasonable deductibles and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)retention limits. (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 3.13(a) of the Contributor Company Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed sets forth, as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy date of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary (i) a list of all material real properties (by name and location) owned by the Company or JV any SpinCo Entity shall take (the “Owned Real Property”) and (ii) a list of the material leases, subleases or omit other material occupancies to take which the Company or any action to cause any Lien to attach to any Property, except SpinCo Entity is a party as tenant for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyreal property (the “Real Property Leases”). (b) Except for matters that as would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Owned Real Property, (i) the Company or a SpinCo Entity has good and marketable title to such Owned Real Property, free and clear of all Liens (other than Permitted Liens), (ii) there are no (A) unexpired options to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire such Owned Real Property or any portion thereof or a direct or indirect interest therein or (B) other outstanding rights or agreements to enter into any Contract for sale, ground lease or letter of intent to sell or ground lease such Owned Real Property, which, in each case, is in favor of any party other than the Company or any SpinCo Entity, (iii) policies of title insurance have been issued insuring, as of the effective date of each such insurance policy, fee simple title interest held by the Company or any SpinCo Entity and (iv) there are no existing, pending, or to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting such Owned Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Contributor Company Material Adverse Effect, (i) no Contributor Subsidiarythe Company or any SpinCo Entity has valid leasehold title to each real property subject to a Real Property Lease, JV Entity, nor any other party sufficient to any agreement affecting any Property allow each of the Company and the SpinCo Entities to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (conduct their business as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground leasecurrently conducted, (ii) no event has occurred each Real Property Lease under which the Company or has been threatened in writingany SpinCo Entity leases, which with subleases or without the passage of time or the giving of noticeotherwise occupies any real property is valid, or both, would, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant , subject to the leases with respect Enforceability Exceptions, and (iii) neither the Company nor any SpinCo Entity or, to the sale Knowledge of the Company, any Propertyother party to such Real Property Lease has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Real Property Lease. (cd) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that Except as would notnot reasonably be expected to have, individually or in the aggregate, have a Contributor Company Material Adverse Effect. Neither , each of the Contributor nor any Contributor Subsidiary nor any JV Entity Company and each SpinCo Entity, in respect of all of its properties, assets and other rights that do not constitute real property or Intellectual Property (i) has received any written notice from a Governmental Authority valid title to all such properties, assets and other rights reflected in its books and records as owned by it free and clear of any pending all Liens (other than Permitted Liens) and (ii) owns, has valid leasehold interests in or threatened proceedings for the rezoning valid contractual rights to use all of any Property or portion thereof such properties, assets and other rights (in each case except for such notices or proceedings that Permitted Liens). (e) Except as would not, individually, or in the aggregate, not reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would nothave, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Company Material Adverse Effect, each material item of tangible personal property owned, leased or licensed by the Leases to which Company and the Contributor, any Contributor Subsidiary or any JV Entity SpinCo Entities is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, adequate for its present and intended use and operation and is in full force good operating condition, ordinary wear and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)tear excepted. (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directlyParent and its Subsidiaries have, in fee simple, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if anytitle to or valid leasehold interests in, given the inventory, equipment and other tangible and intangible property used or held for use in the conduct of their respective businesses, in each case as necessary to secure mortgage indebtedness encumbering such Property. Prior permit Parent and its Subsidiaries to the effective time of the transactions contemplated conduct their respective businesses as currently conducted in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyall material respects. (b) Except for matters that would notEach of Parent and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party or under which it is in occupancy and all leases to which Parent or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Parent and its Subsidiaries enjoys peaceful and undisturbed possession of the properties or assets purported to be leased under its leases, except where the failure to have such possession has not had and is not reasonably likely to have a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has violated the terms of any Easement, except any such violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Contributor Parent Material Adverse Effect. Except as would not reasonably be likely to have a Parent Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor all Easements in favor of Parent or any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) its Subsidiaries are valid and binding enforceable and in full force grant the rights purported to be granted thereby and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of all rights necessary thereunder for the operation of the buildings, fixtures respective businesses of Parent and other improvements comprising its Subsidiaries. There are no spatial gaps in the Easements in favor of Parent or any of its Subsidiaries that would reasonably be likely to have a part Parent Material Adverse Effect and all parts of the Properties pipeline assets which constitute a portion of the assets of Parent or any of its Subsidiaries are located either on property which is owned in violation fee by Parent or one of any applicable building code, zoning ordinance its Subsidiaries or other law on property which is subject to an Easement in favor of Parent or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effectone of its Subsidiaries. Neither the Contributor Parent nor any Contributor Subsidiary nor any JV Entity of its Subsidiaries has received any written notice from a Governmental Authority any person disputing or challenging its ownership of any pending fee interests or threatened proceedings for the rezoning of any Property Easement, other than disputes or portion thereof except for such notices challenges that have not had or proceedings that would not, individually, or in the aggregate, are not reasonably be expected likely to have a Contributor Parent Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are SOR II has made available to SOR a list of each parcel of real property currently owned directlyor ground leased by SOR II or any SOR II Subsidiary, in fee simple, by together with the Persons applicable SOR II Subsidiary owning or leasing such property. Except as set forth on in Section 4.10 of the Contributor SOR II Disclosure Letter or their direct as disclosed in title insurance policies and reports (and the documents or indirect wholly owned subsidiaries. Each Contributor surveys referenced in such policies and reports): (A) SOR II or a SOR II Subsidiary or JV Entity listed as owning a Property on Section 4.10 owns fee simple title to each of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain SOR II Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens Liens; (B) except as has not had and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor SOR II Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, neither SOR II nor any other party to any agreement affecting any Property to which the Contributor, a Contributor SOR II Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any written notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, Law affecting any portion of any of the SOR II Properties issued by any Governmental Authority; and (C) except for such violations that as would not, individually or in the aggregate, have a Contributor SOR II Material Adverse Effect. Neither the Contributor , neither SOR II nor any Contributor SOR II Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any to the effect that there are (1) condemnation or rezoning proceedings that are pending or threatened proceedings for with respect to any of the rezoning SOR II Properties or (2) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any Property buildings or portion thereof except for such notices other improvements on any of the SOR II Properties or proceedings that would notby the continued maintenance, individually, operation or in use of the aggregate, reasonably be expected to have a Contributor Material Adverse Effectparking areas. (db) Except for matters that SOR II has not received written notice of, nor does SOR II have any Knowledge of, any material latent defects or adverse physical conditions affecting any of the SOR II Properties or the improvements thereon, except as would not, individually or in the aggregate, reasonably be expected to have a Contributor SOR II Material Adverse Effect. (c) SOR II and the SOR II Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them. Neither SOR II’s nor the SOR II Subsidiaries’ ownership of any such personal property is subject to any Liens, other than Permitted Liens. (d) A policy of title insurance has been issued for each SOR II Property insuring, as of the effective date of such insurance policy, (ii)(A) to fee simple title interest held by SOR II or the Contributor’s Knowledge, neither the Contributor, any Contributor applicable SOR II Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term SOR II Properties that are not subject to ground leases and (B) a valid leasehold estate held by SOR II or condition of any such Lease, the applicable SOR II Subsidiary that are subject to ground leases and (ii) to the Contributor’s KnowledgeKnowledge of SOR II, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is insurance policies are in full force and effect, and constitutes the legal, valid and binding obligation no material claim has been made against any such policy that remains outstanding as of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles date of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)hereof. (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons Except as set forth on Section 4.10 of in Schedule 4.08(a), the Contributor Disclosure Letter RIF V Fund or their direct or indirect wholly owned subsidiaries. Each Contributor its RIF V Fund Subsidiary or JV Entity listed as owning a Property on Section 4.10 of is the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of, and, to the knowledge of the RIF V Fund, the RIF V Fund or its RIF V Fund Subsidiary is the owner of, good, marketable and insurable fee simple estate title (or, in the case of certain Properties, the leasehold a tenancy-in-common estate) of such Propertyto the Property owned by the RIF V Fund or its RIF V Fund Subsidiary, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time Effective Time, neither the RIF V Fund nor any of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity its RIF V Fund Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Fund Material Adverse Effect, (i1) no Contributor Subsidiaryneither the RIF V Fund nor any of its RIF V Fund Subsidiaries nor, JV Entityto the knowledge of the RIF V Fund, nor any other party to any material agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given is in breach or received any notice of default with respect to any term or condition of any such agreement, including(2) to the knowledge of the RIF V Fund, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary the RIF V Fund or JV Entityits RIF V Fund Subsidiary, except for Permitted Liens, or otherwise reasonably be expected to have a Fund Material Adverse Effect and (iii3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leasesLeases) are valid and binding and in full force and effect. No Contributor Subsidiary , subject to applicable bankruptcy, insolvency, moratorium or JV Entity has granted an option or right other similar Laws relating to creditors’ rights and general principles of first refusal or offer pursuant to the leases with respect to the sale of any Propertyequity. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Fund Material Adverse EffectEffect or that are otherwise disclosed on Schedule 4.08(c), (i1) neither the RIF V Fund, nor its RIF V Fund Subsidiaries, nor, to the Contributor’s Knowledgeknowledge of the RIF V Fund, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given is in breach or received any notice of default with respect to any term or condition of any such Lease, (ii2) to the Contributor’s Knowledgeknowledge of the RIF V Fund, 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, individually or together with all such other events, constitute a default under any LeaseLease or would permit termination, modification or would, individually or together with all acceleration under such other events, reasonably be expected Lease and (3) to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset knowledge of the ContributorRIF V Fund, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases Leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary RIF V Fund or any JV Entity its RIF V Fund Subsidiaries is a party or by which the Contributor, any Contributor Subsidiary RIF V Fund or any JV Entity its RIF V Fund Subsidiaries or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 5.10(a) of the Contributor REIT II Disclosure Letter lists each hotel and other parcels of real property constituting REIT II Properties, and sets forth REIT II or their direct the applicable REIT II Subsidiary owning such REIT II Properties. Except as disclosed in title insurance policies and reports (and the documents or indirect wholly owned subsidiaries. Each Contributor surveys referenced in such policies and reports): (A) REIT II or a REIT II Subsidiary or JV Entity listed as owning a Property on Section 4.10 owns fee simple title to each of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain REIT II Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens Liens; (B) except as has not had and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor REIT II Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, neither REIT II nor any other party to any agreement affecting any Property to which the Contributor, a Contributor REIT II Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any written notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in uncured violation of any applicable building codeLaw (including zoning, zoning ordinance building, or other law or regulation, similar Laws) affecting any portion of any of the REIT II Properties issued by any Governmental Entity; and (C) except for such violations that as would not, individually or in the aggregate, have a Contributor REIT II Material Adverse Effect. Neither the Contributor , neither REIT II nor any Contributor REIT II Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any to the effect that there are condemnation or rezoning proceedings that are currently pending or threatened proceedings for with respect to any of the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse EffectREIT II Properties. (db) Except for matters as disclosed in property condition assessments and similar structural engineering reports relating to the REIT II Properties, REIT II has not received written notice of, nor does REIT II have any Knowledge of, any latent defects or adverse physical conditions affecting any of the REIT II Properties or the improvements thereon that have not been corrected or cured prior to the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor REIT II Material Adverse Effect. (c) REIT II and the REIT II Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal property assets owned, used or held for use by them. Neither REIT II’s nor the REIT II Subsidiaries’ ownership of any such personal property is subject to any Liens, other than Permitted Liens.

Properties. (a) The Properties are owned directlyIssuer and its Subsidiaries have good title to, in fee simpleor good and valid leasehold interests in, by all property and assets reflected on the Persons set forth on Section 4.10 Issuer Balance Sheet or acquired after the Issuer Balance Sheet Date, except as have been disposed of since the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, Issuer Balance Sheet Date in the case Ordinary Course of certain Properties, the leasehold estate) of such PropertyBusiness and in compliance with this Agreement, in each case free and clear of all Liens except for (other than Permitted Liens Liens). The properties and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time assets owned or leased by Issuer and its Subsidiaries constitute all of the transactions contemplated properties and assets necessary for, and used or useful in, the conduct of their respective businesses in this Agreementthe places and in such manner in which such businesses are currently being conducted. Neither Issuer nor any of its Subsidiaries owns or has ever owned any interest in real property. (i) Each lease, no Contributor Subsidiary sublease, license or JV Entity shall take other use or omit occupancy agreement (each, a “Lease”) under which Issuer or any of its Subsidiaries leases, subleases, licenses or otherwise uses or occupies any real property (whether as lessor or lessee) is valid and in full force and effect and (ii) neither Issuer nor any of its Subsidiaries, nor to Issuer’s Knowledge any other party to a Lease, has violated any provision of, or taken or failed to take any action to cause any Lien to attach to any Propertyact which, with or without notice, lapse of time, or both, would constitute a breach or default under the provisions of such Lease, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would notthose breaches or defaults that, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, are not and would not reasonably be expected to cause the acceleration of any be material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liensto Issuer and its Subsidiaries, and (iiineither Issuer nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Lease. Section 3.14(b) of the Issuer Disclosure Schedule sets forth a true, correct and complete list of all agreements affecting Leases to which Issuer or any Property required for the continued useof its Subsidiaries is a party, occupancyincluding all amendments, managementextensions, leasing renewals and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases guarantees with respect to thereto, in each case identifying the sale of any Property. (c) As presently conducted, none tenant or lessee and the landlord or lessor under each such Lease and the address of the operation of the buildingsreal property associated with such Lease (such property, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other eventsrights, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration title and interest of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary Issuer or any JV Entity is a party Subsidiary in and to leasehold improvements relating thereto, including security deposits, reserves or by which the Contributorprepaid rents paid in connection therewith, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leased Real Property”). Issuer has made available to Purchaser (in each case, together with all amendments, modifications, supplements, waivers or other changes thereto) true, correct and complete copies of all Leases”) is . The performance by Issuer of this Agreement and the transactions contemplated hereby will be valid and binding and not result in full force and effect. (e) Except for matters that would notthe termination of, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each any increase of the Leases to which the Contributorany material amounts payable under, any Contributor Subsidiary Lease or any JV Entity is a material rights under any Lease or will require the Consent from any party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently other than Issuer. With respect to any Leased Real Property, Issuer and any of its Subsidiaries enjoys peaceful and undisturbed possession of the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse EffectLeased Real Property.

Properties. (a) The real Properties listed on Exhibit C are owned directly, in fee simple, by the Persons set forth Contributed Entities shown on Section 4.10 of the Contributor Disclosure Letter such Exhibit or their direct or indirect wholly owned subsidiaries, except that a portion of the Doubletree Seattle Airport Property is leased to the Contributed Entity that owns such Property as described in the Registration Statement. Each Contributor Subsidiary or JV Contributed Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple or leasehold estate (or, in the case of certain Properties, the leasehold estate) of such real Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this AgreementClosing Date, no Contributor Subsidiary or JV Entity iStar shall not take or omit to take any action to cause any Lien to attach to any Contributed Interests or any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor an iStar Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any Contributed Entity and no other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreementLease that remains uncured, includingwhich default, without limitationif not timely cured, any ground leasewould permit, subject to expiration of applicable cure periods, application of leasehold mortgagee cure rights and giving of required notices, termination of the related Lease, set off of material amounts under the related Lease or, in the case of a default by the tenant, termination of the tenant’s right to possession of the related leased premises, (ii) 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, individually or together with all such other events, constitute a default under any such agreementLease that, if not timely cured would permit, subject to expiration of applicable cure periods, application of leasehold mortgagee cure rights and giving of required notices, termination of the related Lease, set off of material amounts under the related Lease or, in the case of a default by the tenant, termination of the tenant’s right to possession of the related leased premises, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Contributed Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Contributed Entity, and to the ContributoriStar’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Contributed Entity, and to the ContributoriStar’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth in the Leases, no Contributed Entity has granted an option or right of first refusal or offer pursuant to the Leases with respect to the sale of any Property. (fc) To the ContributoriStar’s Knowledge, except as previously disclosed to the Company Safety or the Operating Partnership, no tenant under any such a Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor an iStar Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons Except as set forth on Section 4.10 of in Schedule 4.08(a), the Contributor Disclosure Letter RIF V REIT or their direct or indirect wholly owned subsidiaries. Each Contributor its RIF V REIT Subsidiary or JV Entity listed as owning a Property on Section 4.10 of is the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of, and, to the knowledge of the RIF V REIT, the RIF V REIT or its RIF V REIT Subsidiary is the owner of, good, marketable and insurable fee simple estate title (or, in the case of certain Properties, the leasehold estate or tenancy-in-common estate) of such Propertyto the Property owned by the RIF V REIT or its RIF V REIT Subsidiary, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time Effective Time, neither the RIF V REIT nor any of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity its RIF V REIT Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor RIF V REIT Material Adverse Effect, (i1) no Contributor Subsidiaryneither the RIF V REIT nor any of its RIF V REIT Subsidiaries nor, JV Entityto the knowledge of the RIF V REIT, nor any other party to any material agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given is in breach or received any notice of default with respect to any term or condition of any such agreement, including(2) to the knowledge of the RIF V REIT, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary the RIF V REIT or JV Entityits RIF V REIT Subsidiary, except for Permitted Liens, or otherwise reasonably be expected to have a RIF V REIT Material Adverse Effect and (iii3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leasesLeases) are valid and binding and in full force and effect. No Contributor Subsidiary , subject to applicable bankruptcy, insolvency, moratorium or JV Entity has granted an option or right other similar Laws relating to creditors’ rights and general principles of first refusal or offer pursuant to the leases with respect to the sale of any Propertyequity. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor RIF V REIT Material Adverse EffectEffect or that are otherwise disclosed on Schedule 4.08(c), (i1) neither the RIF V REIT, nor its RIF V REIT Subsidiaries, nor, to the Contributor’s Knowledgeknowledge of the RIF V REIT, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given is in breach or received any notice of default with respect to any term or condition of any such Lease, (ii2) to the Contributor’s Knowledgeknowledge of the RIF V REIT, 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, individually or together with all such other events, constitute a default under any LeaseLease or would permit termination, modification or would, individually or together with all acceleration under such other events, reasonably be expected Lease and (3) to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset knowledge of the ContributorRIF V REIT, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases Leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary RIF V REIT or any JV Entity its RIF V REIT Subsidiaries is a party or by which the Contributor, any Contributor Subsidiary RIF V REIT or any JV Entity its RIF V REIT Subsidiaries or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (ai) The Properties are owned directlyExcept as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent or a Subsidiary of Parent owns fee simplesimple title to or has a valid leasehold interest in, by the Persons set forth on Section 4.10 each of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed real properties reflected as owning a Property an asset on Section 4.10 the most recent balance sheet of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, Parent included in the case of certain PropertiesParent SEC Documents (each, a “Parent Property” and collectively, the leasehold estate) of such Property“Parent Properties”), in each case free and clear of all Liens except for Permitted Liens (A) debt and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time other matters set forth in Section 3.2(m)(i) of the transactions contemplated Parent Disclosure Letter or the Parent SEC Documents, (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in this Agreementprogress or otherwise incurred in the ordinary course of business, no Contributor Subsidiary (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or JV Entity shall take insured, (D) all matters disclosed on existing title policies or omit to take any action to cause any Lien to attach to any Propertysurveys, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would notnone of which, individually or in the aggregate, would have a Contributor Material Adverse Effectmaterial adverse effect on the use and operation of such Parent Property, (iE) no Contributor Subsidiary, JV Entity, nor any real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business and (F) Liens and other party to any agreement affecting any Property to which encumbrances that would not cause a material adverse effect on the Contributor, a Contributor Subsidiary value or JV Entity is a party (other than a Lease (use of the affected property. Except as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticewould not have, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, would not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would nothave, individually or in the aggregate, have a Contributor Parent Material Adverse Effect. Neither the Contributor , none of Parent nor any Contributor Subsidiary nor any JV Entity of Parent has received any written notice from a Governmental Authority to the effect that there are any condemnation proceedings that are pending or, to the knowledge of Parent, threatened, with respect to any material portion of any pending or threatened proceedings of the Parent Properties. Except for the rezoning owners of the properties in which Parent or any Property or portion thereof Subsidiary of Parent has a leasehold interest and except for such notices any Parent Property that is held by a fund, no Person other than Parent or proceedings that would nota Subsidiary of Parent has any ownership interest in any of the Parent Properties (other than immaterial easements, individuallylicenses or similar rights). (ii) Parent and the Subsidiaries of Parent have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of Parent included in the aggregateParent SEC Documents (except as has since been sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and except as would not have, or would not reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would nothave, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Parent Material Adverse Effect.

Properties. (a) The Properties are owned directlyExcept in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Potlatch Material Adverse Effect, Potlatch or a Potlatch Subsidiary has good and valid title to, and marketable and insurable fee simplesimple interest in or a valid leasehold interest in, by the Persons set forth on Section 4.10 each of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed real properties reflected as owning a Property an asset on Section 4.10 the most recent balance sheet of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, Potlatch included in the case of certain PropertiesPotlatch Reporting Documents (each, the leasehold estate) of such a “Potlatch Property”), in each case free and clear of all Liens except for Permitted Liens conditions, encroachments, easements, rights of way, restrictions and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted conditions, encroachments, easements, rights of way, restrictions or Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would which do not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, materially impair and would not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for materially impair the continued use, occupancy, management, leasing use and operation of such Property (exclusive the real properties to which they relate in the conduct of space leases) are valid Potlatch and binding and in full force and effect. No Contributor each Potlatch Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except . Except for such violations that would notmatters that, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that not had and would not, individually, or in the aggregate, not reasonably be expected to have a Contributor Potlatch Material Adverse Effect. (d) , neither Potlatch nor any Potlatch Subsidiary has received notice to the effect that there are any condemnation, expropriation or other proceedings that are pending or, to the Knowledge of Potlatch, threatened with respect to any material portion of any of the Potlatch Properties. Except for matters that would notthe owners of the properties in which Potlatch or a Potlatch Subsidiary has a leasehold interest and except as, individually or in the aggregate, have not had and would not reasonably be expected to have a Contributor Potlatch Material Adverse Effect, no Person other than Potlatch or a Potlatch Subsidiary has any ownership interest in any of the Potlatch Properties, except to the extent that such interest would not be reasonably expected to adversely impact Potlatch’s or the Potlatch Subsidiary’s continued use of the applicable Potlatch Property consistent with its operation as of the date of this Agreement. (b) Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Potlatch Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary Potlatch nor any JV Entity, nor any other party Potlatch Subsidiary has leased or otherwise granted to any Lease, has given Person the right to use or received occupy any notice of default with respect to Potlatch Property or any term or condition of any such Leaseportion thereof, (ii) there are no outstanding options, rights of first offer or rights of first refusal to the Contributor’s Knowledgepurchase any Potlatch Property owned by Potlatch or any Potlatch Subsidiary (“Owned Potlatch Property”) or any portion thereof or interest therein, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) there are no boundary disputes relating to any Owned Potlatch Property and no encroachments materially and adversely affecting the use of any Owned Potlatch Property and (iv) with respect to each of the leases (Owned Potlatch Property, all material buildings, structures, fixtures and improvements are in all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is respects adequate and will be valid and binding sufficient and in full force satisfactory condition to support the operations of Potlatch and effecteach Potlatch Subsidiary as presently conducted to the extent related to such Owned Potlatch Property. (ec) Except for matters that would notin respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Contributor Potlatch Material Adverse Effect, (i) policies of title insurance or updates or endorsements have been issued, insuring Potlatch’s or the applicable Potlatch Subsidiary’s fee simple title to each of the Leases Owned Potlatch Properties that is a manufacturing or similar facility, in amounts at least equal to the purchase price paid for ownership of such Potlatch Property or such entity that owned such Potlatch Property at the time of the issuance of each such policy, (ii) there has not been any claim made against any such policy that has not been resolved and (iii) there is no suit, action or other proceeding pending or, to the Knowledge of Potlatch, threatened against or affecting Potlatch or any Potlatch Subsidiary challenging Potlatch’s or the applicable Potlatch Subsidiary’s fee simple title to each of the Owned Potlatch Properties. (d) Each of Potlatch and each Potlatch Subsidiary has complied with the terms of all leases pursuant to which Potlatch or a Potlatch Subsidiary has a leasehold interest in the ContributorPotlatch Properties, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is and all such leases are in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would notsuch noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Contributor Potlatch Material Adverse Effect. (e) Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Potlatch Material Adverse Effect, neither Potlatch nor any Potlatch Subsidiary has taken any action which would disqualify portions of any Potlatch Property now assessed for ad valorem Taxes on the basis of farm, forest or open space for continued assessment as farm, forest or open space lands.

Properties. (a) The Properties are Schedule 1.09(a) sets forth each Property owned directly, in fee simple, by the Persons each Provident Entity or its Subsidiaries. Except as set forth on Section 4.10 Schedule 1.09(a), each applicable Provident Entity or one of its Subsidiaries set forth on Schedule 1.09(a) is the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of of, and the applicable Provident Entity or its Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate) of to such PropertyProvident Entity’s Property identified on Schedule 1.09(a) as being owned by such Provident Entity or its Subsidiary, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions mergers and contributions contemplated in this Agreementthe Formation Transaction Documentation, no Contributor Subsidiary or JV Entity none of the Provident Entities nor any of their respective Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) There are no agreements between a Provident Entity and a third party that contain surviving provisions imposing obligations of confidentiality, indemnification, noncompetition or nonsolicitation on the Provident Entities or require payments by the Provident Entity in excess of $5,000 annually, other than those agreements copies of which have been delivered to the Consolidated Entities, and each of which is identified on Schedule 1.09(b). There are no other understandings, oral or written, between the applicable Provident Entity and any of the other parties to the agreements except as provided therein. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) no Contributor SubsidiaryProvident Entity, JV Entitynor any of their respective Subsidiaries, nor any other party to any material agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property, but including any agreement that constitutes a Permitted Lien), has given is in breach or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) no event has occurred or or, to Provident’s Knowledge, has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary Provident Entity or JV Entityany of their respective Subsidiaries, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary , subject to applicable bankruptcy, insolvency, moratorium or JV Entity has granted an option or right other similar Laws relating to creditors’ rights and general principles of first refusal or offer pursuant to the leases with respect to the sale of any Propertyequity. (c) As To Provident’s Knowledge, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation“land use” Law, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) The applicable Provident Entity or its Subsidiary holds the lessor’s interest under the leases with tenants of each Property (the “Leases”). There are no Leases at the Properties other than those forms of which have been delivered to the Consolidated Entities. To Provident’s Knowledge, the rent rolls attached as Schedule 1.09(d) accurately describe all existing Leases and there are no other understandings, oral or written between the applicable Provident Entity and any of the tenants with respect to the Properties other than the Leases. Except as set forth in Schedule 1.09(d), (i) no Provident Entity, nor any of its Subsidiaries, nor, to the ContributorProvident’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given is in breach or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, no event has occurred or or, to Provident’s Knowledge, has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually permit termination, modification or together with all acceleration under such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted LiensLease, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity Leases is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.14(b) of the Company Disclosure Letter contains a true and complete list of all material real property leased or subleased (whether as tenant or subtenant) by the Company or any Subsidiary (including the improvements thereon, the “Leased Real Property”). The Properties are owned directlyLeased Real Property constitutes all of the real property utilized in connection with the Company Business or the business of any of the Subsidiaries. (c) The Company or one of its Subsidiaries has valid leasehold estates in all Leased Real Property, each free and clear of all Encumbrances, except Permitted Encumbrances. The Company or one of its Subsidiaries has exclusive possession of each Leased Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in fee simplethe ordinary course of business, true, correct and complete copies of which have been provided to Parent. (d) Each Lease is in full force and effect and is valid and enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. There is no material default under any Lease either by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that, with the Persons set forth on Section 4.10 lapse of time or the giving of notice or both, would constitute a material default by the Company or any of its Subsidiaries thereunder. Neither the Company nor any of its Subsidiaries has assigned (collaterally or otherwise) or granted any other security interest in any of the Contributor Disclosure Letter Leases or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 any interest therein. (e) To the Knowledge of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner Company, there are no pending or threatened condemnation or eminent domain proceedings that affect any Leased Real Property. The Company has not received any written notice of the fee simple estate intention of any Governmental Entity or other Person to take any Leased Real Property. (orf) The Company and each Subsidiary has good title to, in or a valid and binding leasehold interest in, all of the case of certain Properties, the leasehold estate) of such Propertymaterial personal property owned or used by it, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (Encumbrances other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any PropertyEncumbrances. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directlySection 3.15(a) of the Vornado Disclosure Letter sets forth a list of (i) each Vornado Included Property, and (ii) whether the applicable Vornado Included Entity directly or indirectly owns such Vornado Included Property in fee simplesimple or directly or indirectly holds such Vornado Included Property pursuant to a leasehold, by the Persons ground leasehold or some other property interest. Except as expressly set forth on in Section 4.10 3.15(a) of the Contributor Vornado Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed Letter, as owning a Property on Section 4.10 of the Contributor Disclosure Letter date hereof there are no real properties that Newco, Newco OP or any Vornado Included Entity is insured under a policy obligated to buy, lease or sublease at some future date, or otherwise enter into any contract for sale, ground lease or letter of title insurance as the owner of the fee simple estate intent to sell or ground lease any such Vornado Included Property or any portion thereof (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free case, excluding any Vornado Leases and clear the Vornado Ground Leases), and no commissions, fees or other amounts are payable (or are to become payable) in connection with the acquisition or disposition of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Vornado Included Property. (b) The applicable Vornado Included Entity owns good and marketable fee simple title or leasehold title (as applicable) to each of the Vornado Included Properties, in each case, free and clear of Liens, except for Vornado Permitted Liens. Except as set forth on Section 3.15(b) of the Vornado Disclosure Letter, the Vornado Included Entities have not granted, and to the knowledge of Vornado, none of the Vornado Included Properties is subject to, unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Vornado Included Property or any portion thereof. (c) To the knowledge of the Vornado Parties, except as may be disclosed in the third party physical condition reports with respect to the Vornado Included Properties which have been delivered or otherwise made available to the JBG Parties (it being understood and agreed that a reference in a physical condition report to a document not otherwise delivered or made available to the JBG Parties shall not be deemed to constitute disclosure of the contents of such document), as of the date hereof, with respect to each Vornado Included Property, (i) such Vornado Included Property is supplied with utilities and other services as necessary to permit its continued operation as it is now being operated, (ii) such Vornado Included Property is in good working order sufficient for matters its normal operation in the manner currently being conducted, (iii) such Vornado Included Property has not suffered any casualty or other damage that has not been repaired, and (iv) there are no patent or latent structural, mechanical or other significant defects or deficiencies in the improvements on any Vornado Included Property, in each case, except as has not had and would notnot reasonably be expected to have a Vornado Material Adverse Effect; provided, however, that this Section 3.15(c) shall not apply to any Vornado Included Property that is an Under Construction and Predevelopment Property or is otherwise raw land, under development or not otherwise in active operation. (d) No Vornado Included Entity has received (i) written notice that any certificate, permit or license from any Governmental Entity having jurisdiction over any of the Vornado Included Properties necessary to permit the lawful use and operation of the buildings and improvements on any of the Vornado Included Properties as currently used and operated or that is necessary to permit the lawful use and operation of all utilities and means of egress and ingress to and from any of the Vornado Included Properties for the current use and operation of the Vornado Included Properties is not in full force and effect as of the date of this Agreement, except for such failures to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Contributor Vornado Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreementpending written threat of modification or cancellation of any of same, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, that would reasonably be expected to cause the acceleration have a Vornado Material Adverse Effect, or (ii) written notice of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in uncured violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would notLaws affecting any of the Vornado Included Properties which, individually or in the aggregate, has had or would reasonably be expected to have a Contributor Vornado Material Adverse Effect. Neither . (e) Except as set forth in Section 3.15(e) of the Contributor nor Vornado Disclosure Letter, no condemnation, eminent domain or similar proceeding has occurred or to the knowledge of the Vornado Included Entities is pending with respect to any Contributor Subsidiary nor any JV Vornado Included Property and, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Vornado Material Adverse Effect, no Vornado Included Entity has received any written notice from to the effect that (i) any condemnation or rezoning proceedings are threatened with respect to any of the Vornado Included Properties, or (ii) any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in violation) for any Vornado Included Property. (f) Section 3.15(f) of the Vornado Disclosure Letter sets forth all ground leases affecting the interest of the Vornado Included Entities in any Vornado Included Property, other than ground leases as to which a Governmental Authority Vornado Included Entity is both lessor and lessee, and all amendments, modifications (including pursuant to any estoppel), guarantees, renewals and extensions exercised related thereto (collectively, the “Vornado Ground Leases”). Vornado hereby represents that (a) Section 3.15(f) of the Vornado Disclosure Letter contains a true, complete and correct list of all Vornado Ground Leases to which any Vornado Included Entity is bound; (b) true, complete and correct copies of such Vornado Ground Leases have been delivered or made available to the JBG Parties; and (c) each such Vornado Ground Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the applicable Vornado Included Entity and, to the knowledge of Vornado, with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). As of the date hereof, there are no monetary or non-monetary material defaults under any Vornado Ground Lease to which any Vornado Included Entity is bound, by any Vornado Included Entity or any other party thereto. As of the date hereof, no Vornado Included Entity has sent or received any notice of any pending violation or threatened proceedings breach of, or default under, any Vornado Ground Lease to which any Vornado Included Entity is bound. (g) Except for the rezoning of any Property discrepancies, errors or portion thereof except for such notices or proceedings that would notomissions that, individually, individually or in the aggregate, would not reasonably be expected to have a Contributor Vornado Material Adverse Effect, the rent rolls for each of the Vornado Included Properties as of September 1, 2016 (with respect to office and retail properties) or as of September 29, 2016 (with respect to residential properties) that have been previously made available to the JBG Parties by the Vornado Included Entities, are true and correct and (i) correctly reference each tenant under each lease that was in effect as of as the respective dates of such rent rolls, and to which a Vornado Included Entity is a party as lessor with respect to each of the Vornado Included Properties (all leases, together with all amendments, modifications, supplements, renewals and extensions related thereto, the “Vornado Leases”) and (ii) identify the rent payable under the Vornado Lease as of such date. Except for discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Vornado Material Adverse Effect, the Vornado Included Entities have made available to the JBG Parties a list of all security deposit amounts currently held under the Vornado Leases as of September 30, 2016. (dh) True and complete (in all material respects) copies of all (x) Vornado Ground Leases and (y) Vornado Leases for space in excess of 25,000 square feet in or at any Vornado Included Properties (the “Material Vornado Leases”) (it being understood that a Vornado Lease shall constitute a Material Vornado Lease if there are other Vornado Leases with the same tenant at the same Vornado Included Property that, if aggregated with such Vornado Lease, would exceed 25,000 square feet), in each case in effect as of the date hereof and to the extent within Vornado’s possession and control, have been made available to the JBG Parties. Except for matters that as would not, individually or in the aggregate, reasonably be expected to have a Contributor Vornado Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, no Vornado Included Entity has given or received any written notice of any violation or breach of, or default with respect to under, any term Material Vornado Lease, which violation or condition of any such Leasebreach remains outstanding and uncured, (ii) to except as set forth on Section 3.15(h) of the Contributor’s KnowledgeVornado Disclosure Letter, no event has occurred tenant under a Material Vornado Lease is in monetary or has been threatened in writingnon- monetary material default under such Material Vornado Lease, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liensremains outstanding and uncured, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the ContributorMaterial Vornado Lease is valid, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and enforceable in full force accordance with its terms and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effecteffect with respect to a Vornado Included Entity and, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledgeknowledge of Vornado, each with respect to the other party parties thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to by general principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law Law). Except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, any and all material leasing commissions or brokerage fees payable by Vornado Included Entities with respect to any Material Vornado Leases have been paid in equity)full. To the knowledge of Vornado, except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, all material tenant improvement allowances, relocation allowances or other inducements due with respect to the current unexpired term of each Material Vornado Lease have been paid in full. As of June 30, 2016, except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, there are no other material Leasing Costs to be paid in the future with respect to any Material Vornado Leases. (fi) To Except as set forth on Section 3.15(i) of the Contributor’s KnowledgeVornado Disclosure Letter, there are no material Tax abatements or exemptions specifically affecting the Vornado Included Properties, and the Vornado Included Entities have not received any written notice of (and the Vornado Included Entities do not have any knowledge of) any proposed increase in the assessed valuation of any of the Vornado Included Properties, except as previously disclosed to the Company or the Operating Partnership, no tenant under in each case for any such Lease is presently the subject of any voluntary Taxes or involuntary bankruptcy or insolvency proceedings, except for matters assessment that have not had and would notnot reasonably be expected to have, individually or in the aggregate, a Vornado Material Adverse Effect. (j) Except for Vornado Permitted Liens, as set forth in Vornado Leases and title documents made available to the JBG Parties prior to the date hereof or as would not reasonably be expected to have have, individually or in the aggregate, a Contributor Vornado Material Adverse EffectEffect and except as set forth on Section 3.15(j) of the Vornado Disclosure Letter, no Vornado Included Entity is a party to any (i) unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Vornado Included Property or any portion thereof that would materially adversely affect any Vornado Included Entity’s, ownership, ground lease or right to use a Vornado Included Property subject to a Material Vornado Lease, and (ii) other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Vornado Included Property or any portion thereof that is owned by any Vornado Included Entity, which, in each case, is in favor of any party other than a Vornado Included Entity. (k) No written unresolved claim has been made against any title insurance policy evidencing title insurance with respect to a Vornado Included Property which, individually or in the aggregate, would be material to such Vornado Included Property. (l) Schedule B accurately states the outstanding principal amount of the Indebtedness secured by each Vornado Included Property as of the applicable Valuation Date. (m) Newco and Newco OP do not directly own any real or personal property.

Properties. (ai) The Properties are owned directlyExcept as would not have, or would not reasonably be expected to have, individually or in the aggregate, an AMB Material Adverse Effect, AMB or a Subsidiary of AMB owns fee simplesimple title to or has a valid leasehold interest in, by the Persons set forth on Section 4.10 each of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed real properties reflected as owning a Property an asset on Section 4.10 the most recent balance sheet of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, AMB included in the case of certain AMB SEC Documents (each an “AMB Property” and collectively the “AMB Properties, the leasehold estate) of such Property”), in each case free and clear of all Liens except for Permitted (A) debt and other matters set forth in Section 3.1(o)(i) of the AMB Disclosure Letter, (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, (D) all matters disclosed on existing title policies or surveys, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business, and (F) Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to other encumbrances that would not cause a material adverse effect on the effective time value or use of the transactions contemplated in this Agreementaffected property. Except as would not have, no Contributor Subsidiary or JV Entity shall take or omit would not reasonably be expected to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, have a Contributor an AMB Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, none of AMB nor any other party Subsidiary of AMB has received written notice to the effect that there are any agreement affecting any Property condemnation proceedings that are pending or, to which the Contributorknowledge of AMB, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default threatened with respect to any term or condition material portion of any such agreementof the AMB Properties. Except for the owners of the properties in which AMB or any Subsidiary of AMB has a leasehold interest and except for any AMB Property that is held by a joint venture or fund, including, without limitation, no Person other than AMB or a Subsidiary of AMB has any ground lease, ownership interest in any of the AMB Properties. (ii) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticeExcept as would not have, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, would not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would nothave, individually or in the aggregate, have a Contributor an AMB Material Adverse Effect. Neither , policies of title insurance or updates or endorsements have been issued, insuring AMB’s or the Contributor nor applic- able Subsidiary of AMB’s fee simple title to each of the AMB Properties owned by AMB and acquired in the past five years, in amounts at least equal to the purchase price paid for ownership of such AMB Property or such entity that owned such AMB Properties at the time of the issuance of each such policy, and no material claim has been made against any Contributor such policy that has not been resolved. (iii) AMB and any Subsidiary nor any JV Entity has of AMB (A) have not received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individuallystructural defects, or in the aggregateviolation of Law, relating to any AMB Property which would have, or would reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would nothave, individually or in the aggregate, an AMB Material Adverse Effect and (B) have not received written notice of any physical damage to any AMB Property which would have, or would reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would nothave, individually or in the aggregate, an AMB Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue. (iv) Except for secured loan documents entered into in the ordinary course of business, there are no written agreements which restrict AMB or any Subsidiary of AMB from transferring any of the AMB Properties, and none of the AMB Properties is subject to any restriction on the sale or other disposition thereof (other than rights of first offer or rights of first refusal or tenant options as would not have, or would not reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would nothave, individually or in the aggregate, an AMB Material Adverse Effect) or on the financing or release of financing thereon. (v) AMB and the Subsidiaries of AMB have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of AMB included in the AMB SEC Documents (except as since sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and except as would not have, or would not reasonably be expected to have a Contributor have, individually or in the aggregate, an AMB Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons Except as set forth on Section 4.10 Schedule 1.09(a), each applicable American Assets Entity or one of its Subsidiaries set forth on Schedule 1.09(a) is the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of of, and, to the Principal’s Knowledge, the applicable American Assets Entity or its Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or tenancy-in-common estate) of to such PropertyAmerican Assets Entity’s Property identified on Schedule 1.09(a) as being owned by such American Assets Entity or its Subsidiary, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions mergers and contributions contemplated in this Agreementthe Formation Transaction Documentation, no Contributor Subsidiary or JV Entity none of the American Assets Entities nor any of their respective Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i1) no Contributor SubsidiaryAmerican Assets Entity, JV Entitynor any of their respective Subsidiaries, nor any other party to any material agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property, but including any agreement that constitutes a Permitted Lien), has given is in breach or received any notice of default with respect to any term or condition of any such agreement, including(2) to the Principal’s Knowledge, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary American Assets Entity or JV Entityany of their respective Subsidiaries, except for Permitted Liens, and (iii3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leasesLeases) are valid and binding and in full force and effect. No Contributor Subsidiary , subject to applicable bankruptcy, insolvency, moratorium or JV Entity has granted an option or right other similar Laws relating to creditors’ rights and general principles of first refusal or offer pursuant to the leases with respect to the sale of any Propertyequity. (c) As To the Principal’s Knowledge, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation“land use” Law, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) The applicable American Assets Entity or its Subsidiary holds the lessor’s interest under the leases, licenses, tenancies, possession agreements and occupancy agreements with tenants of each Property (the “Leases”). Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i1) no American Assets Entity, nor any of its Subsidiaries, nor, to the ContributorPrincipal’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given is in breach or received any notice of default with respect to any term or condition of any such Lease, (ii2) to the ContributorPrincipal’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually permit termination, modification or together with all acceleration under such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted LiensLease, and (iii3) to the Principal’s Knowledge, each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity Leases is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) . To the ContributorPrincipal’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any of such Lease Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directlyNeither the Seller nor any of its subsidiaries owns any real property. Section 5.16(a) of the Seller Disclosure Schedule lists all real property leased, in fee simple, subleased or licensed to or by the Persons set forth on Section 4.10 Seller or any of its subsidiaries, including any leases or subleases otherwise guaranteed by Seller or its subsidiaries (all of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiariesforegoing being collectively referred to as ‘‘leases and subleases’’). Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 The Seller has made available to the Seller true, complete and accurate copies of the Contributor Disclosure Letter is insured under a policy of title insurance leases and subleases (each as amended to date) relating to the owner leased property in Section 5.16(a) of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of Seller Disclosure Schedule. With respect to each such Property, in each case free lease and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property.sublease: (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) the lease or sublease is a valid, binding and enforceable obligation of the Seller or its subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity; (ii) neither the Seller nor any of its subsidiaries, or to the knowledge of the Seller, any other party, is in breach or violation of, or default under, any such lease or sublease, and no Contributor Subsidiaryevent has occurred, JV Entityis pending or, nor to the knowledge of the Seller, is threatened, which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Seller or any of its subsidiaries, or to the knowledge of the Seller, any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary under such lease or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and sublease; (iii) all agreements affecting neither the Seller nor any Property required for of its subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or Encumbered any interest in the continued useleasehold or subleasehold, occupancyor further leased, managementsubleased or licensed or permitted any other Person to use or occupy the property subject thereto; and (iv) Seller or its subsidiaries have good, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary leasehold or JV Entity has granted an option or right of first refusal or offer subleasehold title to the premises leased pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulationsubleases, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that as would not, individually or in the aggregate, reasonably be expected to have a Contributor Seller Material Adverse Effect, (i) and there are no Encumbrances applicable to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party real property subject to any Lease, has given such lease or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entitiessublease, except for Permitted Liensrecorded easements, covenants and (iii) each of the leases (and all amendments thereto or modifications thereof) to other restrictions which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would do not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effectmaterially impair the current uses or the occupancy by the Parent or its subsidiary, each as the case may be, of the Leases property subject thereto; and (v) there are no consents, permissions or approvals by any third party pursuant to any lease or sublease which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and may be required with respect to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject making of any voluntary lease or involuntary bankruptcy sublease by Seller or insolvency proceedingsits subsidiaries, which have not been obtained, except for matters that those, the failure of which would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Contributor Seller Material Adverse Effect. (b) Except as set forth in Section 5.16(b) of the Seller Disclosure Schedule, the Parent and its subsidiaries own good title, free and clear of all Encumbrances, to all property and assets necessary to conduct the business of the Seller as currently conducted, except for (i) Encumbrances reflected in the Seller Balance Sheet included in the Seller SEC Reports, (ii) Encumbrances or imperfections of title which do not detract from the value or interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, (iii) Encumbrances for current Taxes not yet due and payable and (iv) Encumbrances on the landlord’s interest in the premises (subject to Section 5.16(a)(iv) above). The Seller and its subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal property leased by the Seller or its subsidiaries as now used, possessed and controlled by the Seller or its subsidiaries, as applicable. All of the machinery, equipment and other tangible personal property and assets owned or used by the Seller and its subsidiaries are in good condition, maintenance and repair, except for ordinary wear and tear, are useable in the ordinary course of business, and are reasonably adequate and suitable for the uses to which they are being put.

Properties. (a) The Properties are Each of the Company and its Subsidiaries owns and has good title to all of its assets and properties reflected as owned directlyon the Balance Sheet, free and clear of any Lien, except for (i) assets and properties disposed of, or subject to purchase or sales orders, in fee simplethe ordinary course of business consistent with past practice since the Balance Sheet Date, and (ii) Liens for Taxes not yet delinquent. (b) Section 3.18(b) of the Company Disclosure Schedule sets forth a complete list and the location of all real property that is owned or used by the Persons set forth on Section 4.10 Company or any of its Subsidiaries or that is reflected as an asset of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiariesCompany on the Company Balance Sheet (“Real Property”). (c) Neither the Company nor any of its Subsidiaries owns any Real Property. (d) The Company has previously made available to Parent true and complete copies of all Leases. Each Contributor Subsidiary Lease is valid, binding and enforceable against the Company or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance its Subsidiary, as the owner case may be, and, to the Knowledge of Company, the fee simple estate (orother parties thereto in accordance with its terms and is in full force and effect, except, in the case of certain Propertiesenforceability against the other parties thereto, the as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, and to general equity principles. The leasehold estate) of such Property, in estate created by each case Lease is free and clear of all Liens except for Permitted Liens and Liens. There are no existing defaults by the Company or a Subsidiary under any of the Leases, if anynor, given to secure mortgage indebtedness encumbering such Property. Prior to the effective Knowledge of Company, has an event occurred that (whether with or without notice, lapse of time or the happening or occurrence of the transactions contemplated any other event) would constitute a default under any Lease, except, in this Agreementeach instance, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters those defaults that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which Effect on the Contributor, Company or a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectCompany. (e) Except for matters There are no proceedings, claims, disputes or conditions affecting any Real Property that would not, individually could materially curtail or in interfere with the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each use of such property. Neither the whole nor any portion of the Leases to which Real Property nor any other assets of the Contributor, any Contributor Subsidiary Company or any JV Entity of its Subsidiaries is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Neither the Company nor a Subsidiary of the Company is a party to any lease, assignment or by similar arrangement under which the ContributorCompany is a lessor, assignor or otherwise makes available for use by any Contributor Subsidiary, third party any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation portion of the Contributor Real Property. There is no equipment located on the premises of the Company or used in the applicable Contributor Subsidiary or JV Entity, and to business of the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement Company that is sought in a proceeding at law or in equity)on loan from another party. (f) To The Company has not received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the Contributor’s KnowledgeReal Property or by any board of fire underwriters or other body exercising similar functions, except as previously disclosed requiring or recommending any repairs or work to be done on any part of the Company Real Property, which repair or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effectwork has not been completed.

Properties. (a) 9.1 The Properties are owned directlythe only land, in fee simplebuildings and premises owned, controlled, used, leased or occupied by the Persons set forth on Section 4.10 any of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the Contributor Disclosure Letter whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any relevant deeds or documents relating thereto and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any leasehold property of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is insured a guarantor of a tenant under a policy lease without receiving a full indemnity in respect of title insurance as the owner its liability under that lease. 9.6 In relation to each of the fee simple estate (or, in the case of certain Leasehold Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property.: (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor SubsidiaryGroup Company has received written notice that any covenants, JV Entity, nor any other party to any agreement affecting any Property to which conditions or agreements contained in the Contributor, a Contributor Subsidiary relevant leases on the part of the landlord or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given the tenant have not been complied with that remains outstanding or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, unresolved; (ii) no event Group Company has occurred terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and ; (iii) all agreements affecting there has been no written complaint by the landlord received by the tenant alleging any Property required for breaches nor any refusal to accept rent and there are no arrears regarding the continued use, occupancy, management, leasing rent and operation ancillary costs to be paid by any of such Property the Group Companies as tenant; (exclusive of space leasesiv) no rent is or should be currently under review; and (v) there are valid and binding and in full force and effect. No Contributor Subsidiary no current notices given by the landlord or JV Entity has granted an option the tenant or right of first refusal or offer proceedings pursuant to the leases Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have where a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity Group Company is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectparty. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directlyParent or a Parent Subsidiary is the legal and beneficial owner of, in and has good and marketable freehold or fee simple, by the Persons set forth on Section 4.10 simple title or valid leasehold title or license (as applicable) to each of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Parent Properties, the leasehold estate) of such Property, in each case case, free and clear of all Liens except for other than Parent Permitted Liens and Liens, if any, given except as would not reasonably be expected to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, have a Contributor Parent Material Adverse Effect. For the purposes of this Agreement, “Parent Permitted Liens” means (i) no Contributor Liens securing any Indebtedness of Parent or a Parent Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) no event has occurred Liens that result from any statute or has been threatened in writing, which with other Liens for Taxes or without the passage of time assessments that are not delinquent or the giving validity of noticewhich is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Parent Financial Statements (if such reserves are required pursuant to GAAP), (iii) Liens arising under any Parent Material Contracts or other service contracts, management agreements, leasing commission agreements, or bothother agreements or obligations set forth in Section 4.19(a)(iii) of the Parent Disclosure Letter or disclosed in the Parent SEC Documents, would(iv) any Parent Leases or any ground leases or air rights agreements affecting any Parent Property, individually (v) Liens imposed or together promulgated by Law or any Governmental Entity, including zoning regulations, permits and licenses, that (in each case) are not violated by any current use, occupancy or activity conducted by the Company or any Company Subsidiary, (vi) Liens that are disclosed on the existing title insurance policies of Parent or would be disclosed on an accurate survey, and, with all such respect to leasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (vii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause similar Liens imposed by Law and incurred in the acceleration ordinary course of any material obligation of any party thereto business that are not yet delinquent or the creation validity of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except which is being contested in good faith by appropriate proceedings and for Permitted Lienswhich there are adequate reserves on the Parent Financial Statements (if such reserves are required pursuant to GAAP), and (iiiviii) all agreements affecting any other non-monetary Liens, limitations, restrictions or title defects that do not materially impair the value of the applicable Parent Property required for or the continued use, occupancy, management, leasing use and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, Parent Property as currently used and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)operated. (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directlyEach Loan Party and each of its Subsidiaries has good record, valid and marketable title in fee simplesimple to, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct valid leasehold interests in, all Real Property necessary or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, used in the case ordinary conduct of certain Propertiesits business, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated defects in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (title as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would could not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. The property of each Loan Party and each of its Subsidiaries, taken as a whole, (i) to the Contributor’s Knowledgeis in good operating order, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of the Loan Parties as presently conducted. (b) Appendix D to the Contributor’s Knowledge, no event has occurred or has been threatened Perfection Certificate dated the Closing Date contain a true and complete list of each interest in writing, which with or without Real Property located in the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under United States (i) owned by any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset Borrower as of the Contributor, date hereof and describes the Contributor’s Subsidiaries type of interest therein held by such Borrower and whether such owned Real Property is leased and if leased whether the underlying Lease contains any option to purchase all or the JV Entities, except for Permitted Liens, any portion of such Real Property or any interest therein or contains any right of first refusal relating to any sale of such Real Property or any portion thereof or interest therein and (iiiii) leased, subleased or otherwise occupied or utilized by any Borrower, as lessee, sublessee, franchisee or licensee, as of the date hereof and describes the type of interest therein held by such Borrower and, in each of the leases cases described in clauses (i) and all amendments thereto or modifications thereof(ii) to which of this Section 6.08(b), whether any Lease requires the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each consent of the Leases to which the Contributorlandlord or tenant thereunder, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, Transactions. (c) No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)Section 7.07. (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) Neither the Company nor any Subsidiary owns any real property. The Properties are owned directly, in fee simple, by Company and the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, Subsidiaries have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property valid leasehold interest in all leases of real property to which the Contributor, a Contributor Subsidiary or JV Entity any of them is a party (other than collectively, the "LEASES"). A true and correct list of each such Lease is contained on Schedule 3.14(a). Each such Lease is a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect. No Contributor None of the Company, any Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant or, to the leases Knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such material Lease, and, to the Knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a material default thereunder. (b) With respect to all property and assets other than real property ("OTHER PROPERTY"), the sale Company and the Subsidiaries have good and valid title to, or a valid leasehold interest in, the Other Property (whether personal, tangible or intangible) used by them, located on their premises or reflected on the Balance Sheet or acquired after the Balance Sheet Date, except for any Other Property sold since the Balance Sheet Date in the ordinary course of any Propertybusiness consistent with past practices and except for defects in title or in the validity of leasehold interests that would not result in a material liability to the Company and the Subsidiaries. (c) As presently conductedNo Lease or Other Property is subject to any Lien, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.except: (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to as of the Contributor’s Knowledgedate hereof, neither Liens disclosed on the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given Balance Sheet or received any notice of default with respect to any term or condition of any such Lease, on the Interim Balance Sheet; (ii) to Liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and Balance Sheet); (iii) each Liens created by operation of law; (iv) Liens under the leases Post-Petition Bank Credit Agreement (and all amendments thereto which will be released at Closing); (v) Liens disclosed on Schedule 3.14(c) hereto; and (vi) Liens which do not materially detract from the value or modifications thereofmaterially interfere with any present or intended use of such property or assets (clauses (i) to which the Contributorthrough (vi) of this Section 3.14 are, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity"PERMITTED LIENS"). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are Section 4.9 of the Company Disclosure Schedule contains a true and correct list of (i) each parcel of real property owned directly, in fee simple, (the "Owned Real Property") by the Persons set forth on Section 4.10 Company or any of its Subsidiaries, and (ii) each material parcel of real property leased or subleased or otherwise occupied by the Contributor Disclosure Letter Company or their direct any of its Subsidiaries as tenant or indirect wholly owned subsidiariessubtenant (the "Leased Real Property," together with the Owned Real Property, the "Real Property") together with a true and correct list of all such material leases, subleases or other similar agreements and any amendments, modifications or extensions thereto (the "Real Property Leases"). Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the The Company has good and indefeasible fee simple estate (or, in the case of certain Properties, the leasehold estate) of such title to its Owned Real Property, in each case free and clear of all Liens except for other than Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such PropertyEncumbrances. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant Subject to the leases with respect to the sale terms of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effectits leases, each of the Leases Company and its Subsidiaries has a valid and subsisting leasehold estate in and the right to which quiet enjoyment to the Contributor, any Contributor Subsidiary or any JV Entity Leased Real Property for the full term of the lease thereof. Each Real Property Lease is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party theretoagreement, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcyof the Company or its Subsidiaries and of each other Person that is a party thereto, insolvencyand there is no, reorganizationand the Company has not received any written, moratorium or has Knowledge of, any other, notice, and similar Laws affecting creditors’ rights generally has no Knowledge, of any uncured material default (or any condition or event which, after notice or lapse of time or both, would constitute a material default) thereunder. Neither the Company nor any of its Subsidiaries has assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in any Real Property Lease. No material penalties are accrued and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)unpaid under any Real Property Lease. (fc) To The Company has delivered or provided access to Parent true and complete copies of all Real Property Leases. (d) There is no claim, action or proceeding pending or, to the Contributor’s KnowledgeKnowledge of the Company, except as previously disclosed to threatened, against the Company or any of its Subsidiaries or the Operating PartnershipReal Property by any Person which would materially affect the future use, no tenant under occupancy or value of the Real Property or any such Lease is presently part thereof. The Company Balance Sheet reflects all of the subject Real Property and personal property used by the Company and its Subsidiaries in their business or otherwise held by the Company or any of any voluntary or involuntary bankruptcy or insolvency proceedingsits Subsidiaries, except for matters that would not(i) property acquired or disposed of in the ordinary and usual course of the business of the Company since the Company Balance Sheet Date, individually and (ii) real and personal property not required under GAAP to be reflected thereon or in the aggregatefootnotes. The Company has good title to all material assets and properties listed on the Company Balance Sheet or thereafter acquired, reasonably be expected free and clear of any Liens, except for Permitted Encumbrances and Permitted Personal Property Liens. All of the material fixed assets and properties including the improvements on the Real Property reflected on the Company Balance Sheet or thereafter acquired are in good condition and repair, ordinary wear and tear expected, and adequate and suitable for the requirements of the business as presently conducted by the Company, and there are no condemnation or appropriation proceedings pending or, to have a Contributor Material Adverse Effectthe Company's Knowledge, threatened, against the Real Property or the improvements thereon.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons Except as set forth on Section 4.10 of in Schedule 4.08(a), such Forward OP Merger Entity or its Forward OP Merger Entity Subsidiary is the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of, and, to the knowledge of such Forward OP Merger Entity, such Forward OP Merger Entity or its Forward OP Merger Entity Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) of to the Property owned by such PropertyForward OP Merger Entity or its Forward OP Merger Entity Subsidiary, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions merger contemplated in this Agreementhereby, no Contributor Subsidiary or JV neither such Forward OP Merger Entity nor any of its Forward OP Merger Entity Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Forward OP Merger Entity Material Adverse Effect, to the knowledge of such Forward OP Merger Entity, (i1) no Contributor Subsidiary, JV Entityneither such Forward OP Merger Entity nor its Forward OP Merger Entity Subsidiaries, nor any other party to any material agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given is in breach or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii2) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary such Forward OP Merger Entity or JV Entityits Forward OP Merger Entity Subsidiaries, except for Permitted Liens, and (iii3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leasesLeases) are valid and binding and in full force and effect. No Contributor Subsidiary , subject to applicable bankruptcy, insolvency, moratorium or JV Entity has granted an option or right other similar Laws relating to creditors’ rights and general principles of first refusal or offer pursuant to the leases with respect to the sale of any Propertyequity. (c) As To the knowledge of such Forward OP Merger Entity, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation“land use” Law, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Forward OP Merger Entity Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Forward OP Merger Entity Material Adverse Effect, (i1) to the Contributor’s Knowledgeknowledge of such Forward OP Merger Entity, neither the Contributorsuch Forward OP Merger Entity, any Contributor Subsidiary nor any JV Entityits Forward OP Merger Entity Subsidiaries, nor any other party to any Lease, has given is in breach or received any notice of default with respect to any term or condition of any such Lease, (ii2) to the Contributor’s Knowledgeknowledge of such Forward OP Merger Entity, 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, individually or together with all such other events, constitute a default under any Lease or would permit termination, modification or acceleration under such Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii3) to the knowledge of such Forward OP Merger Entity, each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary such Forward OP Merger Entity or any JV its Forward OP Merger Entity Subsidiaries is a party or by which the Contributor, any Contributor Subsidiary such Forward OP Merger Entity or any JV its Forward OP Merger Entity Subsidiaries or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directlyCompany does not and, in fee simpleas of Closing, the Company Subsidiaries will not, own any real property. (b) Section 3.13(b) of the Company Disclosure Letter contains a true, correct and complete description of all leases, licenses, permits, subleases, and occupancy agreements, together with any amendments, modifications and documentation evidencing exercise of any options or extensions thereto (the “Real Property Leases”), with respect to all real property leased by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter Company or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Propertyany Company Subsidiary, in each case case, as of the date hereof (the “Leased Property”). Section 3.13(b) of the Company Disclosure Letter also includes, for each Leased Property, its address and location at such address, a general description of its use and size (including headcount) and value, yearly rent and any security deposits, guaranties and/or letters of credit provided to the applicable landlord, and the correct name, address and telephone number of the respective landlords. (c) (i) The Company has and, as of Closing, each Company Subsidiary will have had, valid leasehold or sublease interests or other comparable Contract rights in or relating to the Leased Property free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s KnowledgeCompany has and, no event has occurred or has been threatened in writingas of Closing, which each Company Subsidiary will have, complied with or without the passage terms of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, Real Property Leases and (iii) each all of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Real Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is are in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to their terms against the Company or any Company Subsidiary party thereto and, to the Operating PartnershipKnowledge of the Company, the counterparties thereto, (iii) the Company has not and, as of the Closing, no tenant under Company Subsidiary will have, received or provided any such Lease is presently the subject written notice of any voluntary event or involuntary bankruptcy occurrence that has resulted or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have result (with or without the giving of notice, the lapse of time or both) in a Contributor Material Adverse Effectdefault with respect to any of the Real Property Leases, (iv) none of the Leased Property is subject to any options, rights of first offer, rights of first refusal or other rights of any Person to lease, use or occupy any Leased Property or any portion thereof, and no Person other than the Company and the Company Subsidiaries has any right to use, occupy or lease all or any portion of the Leased Property, and (v) the Leased Property constitutes all real property currently leased, used, occupied or held for use in connection with the business of the Company and, as of Closing, the Company Subsidiaries.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 Each of the Contributor Disclosure Letter Company and its Subsidiaries has good and marketable title to, or their direct valid and enforceable leasehold or indirect wholly owned subsidiaries. Each Contributor Subsidiary sublease interests in, or JV Entity listed as owning a Property on Section 4.10 other comparable contract rights in or relating to, all of the Contributor Disclosure Letter is insured under a policy material real properties and other tangible assets necessary for the conduct of title insurance its business as the owner of the fee simple estate (orpresently conducted, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens. (i) Section 3.01(n)(ii) of the Company Letter sets forth a list as of the date of this Agreement of all real property and interests in real property leased by the Company or any of its Subsidiaries (each such property, a “Leased Real Property”). Each lease with respect to Leased Real Property, and any amendment or supplement thereto, has been made available to Parent by the Company. Neither the Company nor any of its Subsidiaries currently owns, or has previously owned, in fee any real property or interests in real property. (ii) With respect to each Leased Real Property, (A) the Merger and the other transactions contemplated by this Agreement do not require notice to or the consent of any party to any lease, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (C) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conducted, none Each of the operation of the buildings, fixtures Company and other improvements comprising a part of the Properties its Subsidiaries is in violation compliance in all material respects with the terms of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority all leases of any pending or threatened proceedings for the rezoning of any Leased Real Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity it is a party or by and under which the Contributorit is in occupancy, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity such lease is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation agreement of the Contributor Company or its Subsidiary, as the applicable Contributor Subsidiary or JV Entitycase may be, and and, to the Contributor’s Knowledgeknowledge of the Company, of each other party thereto, enforceable against each Contributor Subsidiary the Company or JV Entitysuch Subsidiary, and as the case may be, and, to the Contributor’s Knowledgeknowledge of the Company, each against the other party or parties thereto, in each case, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to . Neither the Company nor any of its Subsidiaries has received any notice of default under a lease for Leased Real Property that has not been cured, and the Company has no knowledge of any existing event or condition which, with notice or lapse of time or both, would constitute a default on the Operating Partnership, no tenant part of Company or any of its Subsidiaries under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effectlease.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons Except as set forth on in Section 4.10 4.18(a) of the Contributor Disclosure Letter Schedule, no Seller or their direct Company has received, within the preceding two-year period, any written notice of any adverse claim (that has not been resolved) to the title to any asset within the Midstream Assets or indirect wholly owned subsidiariesthe Assigned Assets or with respect to any lease under which any asset included within the Midstream Assets or the Assigned Assets is held, and to the Knowledge of Sellers, there are no existing facts or circumstances that could give rise to such claim. There is no pending taking (whether permanent, temporary, whole or partial) of any part of the Midstream Assets or the Assigned Assets by reason of condemnation or, to the Knowledge of Sellers, the threat of condemnation. (b) Section 4.18(b) of the Disclosure Schedule sets forth a list of each parcel of real property in which any Company has a fee ownership interest (including any real property that is part of the Assigned Assets, but excluding the Easements) (collectively, the “Real Property Interests”). Each Contributor Subsidiary or JV Entity listed as owning a Company owns and has defensible title to the Real Property on Interests free and clear of all Liens other than Permitted Liens and Liens identified in Section 4.10 4.18(b) of the Contributor Disclosure Letter Schedule. To Sellers’ Knowledge, each Company has defensible title to all the material personal property that is insured under a policy of title insurance as used in connection with the owner conduct of the fee simple estate business of the Companies (orexcept for the Excluded Assets), in including all material portions of both the case Midstream Assets and, as of certain Propertiesthe Closing Date, the leasehold estate) of such PropertyAssigned Assets, in each case free and clear of all Liens except for other than Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time Liens identified in Section 4.18(b) of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such PropertyDisclosure Schedule. (bc) Except for matters that would notas specified in Section 4.18(c) of the Disclosure Schedule, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, Sellers’ Knowledge and except for Permitted Liens, (i) each Easement is valid, existing and enforceable, (ii) there is not any event that is reasonably expected to result in the termination, impairment or limitation of any Easement, (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale no future payments of any Property. kind are due under any Easement in order to maintain its existence, and (civ) As presently conductedthe continuation, none validity and enforceability of each Easement will not be disturbed or affected by the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effecttransactions contemplated by this Agreement. (d) Except for matters as set forth in Section 4.18(d) of the Disclosure Schedule, there are no preferential rights to purchase, rights of first offer, rights of first refusal or similar rights that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party are applicable to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset portion of the Contributor, the Contributor’s Subsidiaries Midstream Assets or the JV Entities, except for Permitted Liens, and Assigned Assets (iii) each including any that arise as a result of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or transactions contemplated by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equitythis Agreement). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, Neither the Company nor any other party to of its Subsidiaries owns any agreement affecting real property. Except for any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant exceptions to the leases with respect to the sale of any Property. (c) As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would following as could not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, Effect on the Company: (i) each of the Company and its Subsidiaries has valid leasehold interests in the real property leased (as landlord or as tenant) by or from it (the “Leased Real Property”), free and clear of all Liens other than Permitted Liens (as defined in Section 8.11(e)); (ii) all leases pursuant to which the Contributor’s Knowledge, neither Company or any of its Subsidiaries leases (as landlord or as tenant) any Leased Real Property are in full force and effect and grant in all respects the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party leasehold estates or rights of occupancy or use they purport to any Lease, has given or grant; and (iii) the Company and its Subsidiaries have not received any notice of any default with respect to either on the part of the Company or any term or condition of its Subsidiaries under any such Leaselease and, (ii) to the Contributor’s Knowledgeknowledge of the Company, no event has occurred or has been threatened in writingwhich, which with or without the passage of time notice or the giving lapse of noticetime, or both, would, individually or together with all such other events, would constitute a default on the part of the Company or any of its Subsidiaries under any Leaseof such leases. (ii) The Company and each Subsidiary owns or leases all tangible and intangible personal Property required to conduct its business in the ordinary and usual course of its business consistent with past practices. The Company and each Subsidiary has good and valid title to, or woulda valid leasehold interest in, individually or together with all such other eventstangible and intangible personal property used by it, reasonably be expected to cause the acceleration free and clear of all encumbrances of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for nature whatsoever other than (A) Permitted Liens, (B) liens arising under Securitization Transaction Documents and (iiiC) liens arising under other financing documents of the Company or any Subsidiary, each of which documents is listed in Section 3.1(u) of the Company Disclosure Schedule and a true and correct copy of each of which (including all schedules listing the assets subject thereto) has been provided to Parent, and a true and correct copy of each amendment to any such document or such schedules, or of any document or schedules thereto required to be added to such list in the Company Disclosure Schedule, in each case after the date hereof, will be provided to Parent. All such tangible personal property is in sufficient operating condition to continue the operations of the Company and each Subsidiary in the ordinary and usual course of its business consistent with past practices. Upon consummation of the Merger, the Company and its Subsidiaries will be entitled to continue to use all tangible personal property employed by any of them in the conduct of their respective businesses as conducted as of the Effective Date without the payment of any amounts by the Company or Parent and without obtaining any consent or waiver that is either required or advisable. All leases (and all amendments thereto or modifications thereof) to of tangible personal property of which the Contributor, any Contributor Subsidiary Company or any JV Entity Subsidiary is a party the lessee or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and obligor are in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected effect according to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or their terms and there are no outstanding defaults by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or any Subsidiary thereunder (nor are any of the Operating Partnership, no tenant under other parties thereto in breach or default). Neither the Company nor any such Lease Subsidiary is presently obligated upon the subject occurrence of any voluntary condition or involuntary bankruptcy event to deposit or insolvency proceedingspledge any collateral to any Person pursuant to any agreement, except for matters that would not, individually contract or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effectcommitment.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 Each of the Contributor Disclosure Letter Borrower and its Subsidiaries has good title to, or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (orvalid leasehold interests in, in the case of certain Properties, the leasehold estate) of such Property, in each case free all its real and clear of all Liens except for Permitted Liens and Liens, if any, given personal property material to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Propertyits business, except for Permitted Liens and Liens, if any, given minor defects in title that do not materially interfere with its ability to secure mortgage indebtedness encumbering conduct its business as currently conducted or to utilize such Propertyproperties for their intended purposes. (b) Except Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for matters that would notany such infringements that, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) 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, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, could not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of result in a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any PropertyMaterial Adverse Effect. (c) As presently conducted, none of the operation Effective Date, each Subsidiary of the buildingsBorrower, fixtures including its ownership, is described on Schedule 3.05 hereto, and other improvements comprising each Subsidiary that is a part Material Insurance Subsidiary or a Material Subsidiary is designated as such on Schedule 3.05 hereto. Each Subsidiary of the Properties is Borrower has and will have all requisite power to own or lease the properties material to its business and to carry on its business as now being conducted and as proposed to be conducted. All outstanding shares of Equity Interests of each class of each Subsidiary of the Borrower have been and will be validly issued and are and will be fully paid and nonassessable and, except as otherwise indicated in violation Schedule 3.05 hereto or disclosed in writing to the Administrative Agent and the Lenders from time to time, are and will be owned, beneficially and of record, by the Borrower or another Subsidiary of the Borrower, free and clear of any applicable building codeLiens other than Liens permitted under this Agreement. (d) As of the Effective Date, zoning ordinance there are no restrictions on the Borrower or any of its Subsidiaries which prohibit or otherwise restrict the transfer of cash or other assets from any Subsidiary of the Borrower to the Borrower, other than (i) prohibitions or restrictions existing under or by reason of this Agreement or the other Loan Documents, (ii) prohibitions or restrictions existing under or by reason of applicable requirements of law and (iii) other prohibitions or regulationrestrictions which, except for such violations that would not, either individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individuallynot had, or in the aggregate, could not reasonably be expected to have a Contributor have, Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) The Properties are Schedule 4.11(a) sets forth a complete and accurate list and the address of all real property owned directlyor leased by Buyer Sub, Office Flex I or Office Flex II or otherwise used by Buyer Sub, Office Flex I or Office Flex II in the conduct of their business or operations. That real property, together with the land at each address referenced in Schedule 4.11(a) and all buildings, structures and other improvements and fixtures located on or under such land and all easements, rights and other appurtenances to such land (each such property individually, a "Property" and collectively, the "Properties"). To Buyer's knowledge Office Flex I or Office Flex II owns good and indefeasible fee simple, by the Persons set forth on Section 4.10 simple title to each of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens any Liens, title defects, common restrictions or covenants, laws, ordinances or regulations affecting use or occupancy (including zoning regulations and building codes) or reservations of interests in title (collectively, "Property Restrictions"), except for (i) Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) no event has occurred Property Restrictions imposed or has been threatened in writing, promulgated by law or by any Government Authority which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except are customary and typical for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effectsimilar properties. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to the leases with respect to the sale of any Property. (c) As presently conductedTo Buyer's knowledge, none of the Permitted Liens interferes with, impairs, or is violated by the present use, occupancy or operation of the buildings(or if applicable, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning development) of any Property or portion thereof except for such notices or proceedings that would notand none of the Property Restrictions interferes with, individuallyimpairs, or is violated by, the existence of any building or other structure or improvement which constitutes a part of, or the present use, occupancy or operation (or, if applicable, development) of, any Property, except, in each such case, to the aggregateextent that any interference, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that impairment or violation would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (b) Except as described in Schedule 4.11(b), Buyer has no knowledge (i) that any currently required certificate, permit or license (including building permits and certificates of occupancy for tenant spaces) from any Government Authority having jurisdiction over any Property or any agreement, easement or other right that is necessary to permit the Contributor’s Knowledgelawful use, neither occupancy or operation of the Contributorexisting buildings, any Contributor Subsidiary nor any JV Entity, nor any structures or other party to any Lease, has given or received any notice of default with respect to any term or condition improvements that constitute a part of any such Lease, (ii) of the Properties or which are necessary to permit the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration lawful use and operation of any material obligation existing driveways, roads or other areas of ingress and egress to and from any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries Properties has not been obtained or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and not in full force and effect., or of any pending threat of modification or cancellation of any of same, or (ii) of any violation by any Property of any federal, state or municipal law, ordinance, (ec) Except Buyer has no knowledge (i) that any condemnation, eminent domain or rezoning proceedings are pending or threatened with respect to any of the Properties, (ii) except as described in Schedule 4.11(c), that any road widening or change of grade of any road adjacent to any Property is underway or has been proposed, (iii) of any proposed change in the assessed valuation of any Property other than customarily scheduled revaluations, (iv) of any special assessment made or threatened against any Property, or (v) that any of the Properties is subject to any so-called "impact fee" or to any agreement with any Government Authority to pay for matters sewer extension, oversizing utilities, lighting or like expenses or charges for work or services by such Government Authority, except, in the case of each of the foregoing, to the extent that same would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) To Buyer's knowledge, each of the Leases Properties is an independent unit that does not rely on any facilities located on any property not included in such Property to fulfill any municipal or governmental requirement or for the furnishing to such Property of any essential building systems or utilities, other than facilities the benefit of which inures to the ContributorProperties pursuant to one or more valid easements. Each of the Properties is served by public water and sanitary systems and all other utilities, any Contributor Subsidiary and, to Buyer's knowledge, each of the Properties has lawful access to public roads, in all cases sufficient for the current use and occupancy of that Property. To Buyer's knowledge, all parcels of land included in each Property that purport to be contiguous are contiguous and are not separated by strips or any JV Entity is a party or by which the Contributorgores. To Buyer's knowledge, any Contributor Subsidiary, any JV Entity or no portion of any Property is bound lies in any flood plain area (as defined by the U.S. Army Corps of Engineers or subjectotherwise) or includes any wetlands or vegetation or species protected by any applicable laws. To Buyer's knowledge, is no improvements constituting a part of any Property encroach on real property not constituting a part of such Property. (e) Except for matters addressed in full force the Capital Expenditure Budget and effectSchedule, and constitutes no Property fails to comply with the legal, valid and binding obligation requirements of the Contributor or the applicable Contributor Subsidiary or JV EntityADA except for such noncompliance as Buyer Sub reasonably believes will not, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law individually or in equity)the aggregate, have a Material Adverse Effect. (f) To Buyer Sub has provided to Buyer an accurate rent roll for each Property for the Contributor’s Knowledgemonth ended June 30, 1998 (the "Rent Roll"), which identifies and accurately describes each lease of space in each Property (collectively, the "Leases"). Buyer Sub has delivered to Buyer an abstract of each Lease (the "Abstracts") which accurately describes the material terms thereof. With respect to each Lease for premises larger than 20,000 square feet of rentable space (collectively, the "Material Leases"), except as previously disclosed described in Schedule 4.11(f) and except for matters that are not, individually or in the aggregate, reasonably expected to have a material effect on any Property, (i) each of the Company Material Leases is valid and subsisting and in full force and effect as against each party thereto, and has not been amended, modified or supplemented, other than by any amendment, modification or supplement that has been provided to Buyer, (ii) the Operating Partnershiptenant under each of the Material Leases is in actual possession of the premises leased thereunder, (iii) no tenant under any such Material Lease is presently more than 30 days in arrears in the subject payment of rent, (iv) none of Buyer Sub, Office Flex I or Office Flex II has received any written notice from any tenant under any Material Lease of its intention to vacate, (v) none of Buyer Sub, Office Flex I or Office Flex II has collected payment of rent under any Material Lease (other than security deposits) for a period which is more than one month in advance, (vi) no notice of default has been sent or received by the landlord under any Material Lease with respect to any defect that remains uncured as of the date hereof, no default has occurred under any Material Lease and, to Buyer's knowledge, no event has occurred and is continuing which, with notice or lapse of time or both, would constitute a default under any Material Lease, (vii) no tenant under any Material Lease has any purchase option or kick-out right or is entitled to any concession, allowance, abatement, set-off, rebate or refund, (viii) none of the Material Leases and none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered except in connection with financing secured by the applicable Property, which is described in Schedule 4.9(c), (ix) no brokerage or leasing commission or other compensation is due or payable to any Person with respect to or on account of any voluntary of the Material Leases or involuntary bankruptcy any extensions or insolvency proceedingsrenewals thereof, (x) except as set forth in the Abstracts, no space of a material size in any Property is occupied by a tenant rent-free, (xi) no tenant under any of the Material Leases has asserted any claim which is likely to affect the collection of rent from such tenant, and (xii) the landlord under each Material Lease has fulfilled all of its obligations thereunder in respect of tenant improvements and capital expenditures. Other than the tenants identified in the Rent Roll and the Abstracts and parties to easement agreements which constitute Permitted Liens, no third party has any right to occupy or use any portion of any Property. (g) Schedule 4.11(g) sets forth a complete and accurate list of all material commitments, letters of intent or written understandings made or entered into by Buyer Sub, Office Flex I or Office Flex II as of the date hereof (x) to lease any space larger than 20,000 rentable square feet at any of the Properties, (y) to sell, mortgage, or pledge any Property or to otherwise enter into a material transaction or arrangement in respect of the ownership or financing of any Property, or (z) to purchase or acquire an option, right of first refusal or similar right in respect of any real property, which, in any such case has not yet been reduced to a written lease or contract, and sets forth with respect to each such commitment, letter of intent or other understanding the principal terms thereof. (h) Except as set forth in the Rent Roll or the Abstracts, none of Buyer Sub, Office Flex I or Office Flex II has granted any outstanding options or has entered into any outstanding contracts with others for the sale, mortgage, pledge, hypothecation, assignment, sublease, lease or other transfer of all or any part of any Property, and no Person has any right or option to acquire, or right of refusal with respect to, Buyer Sub's, Office Flex I's or Office Flex II's interest in any Property or any part thereof. Except as described in Schedule 4.11(h), none of Buyer Sub, Office Flex I or Office Flex II has any outstanding options or rights of first refusal or has entered into any outstanding contracts with others for the purchase of any real property. (i) Schedule 4.11(i) contains a complete and accurate description of any material noncompliance by any Property, to Buyer's knowledge, with any law, ordinance, code, health and safety regulation or insurance requirement (except for matters that the ADA, which is addressed in this respect in Section 4.11(e) above) other than such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. Schedule 4.11(i) also sets forth Buyer Sub's, Office Flex I's and Office Flex II's capital expenditure budget and schedule for each Property (the "the Capital Expenditure Budget and Schedule"), which describes the capital expenditures which Buyer Sub, Office Flex I or Office Flex II has budgeted for such Property for the period from December 31, 1997 through December 31, 1999. To Buyer's knowledge, the costs and time schedules for 1998 and 1999 set forth in the Capital Expenditure Budget and Schedule are reasonable estimates and projections. Except as described in Schedule 4.11(i), there are no outstanding, or to Buyer's knowledge, threatened requirements of any insurance company which has issued an insurance policy covering any Property, or of any board of fire underwriters or other body exercising similar functions, requiring any repairs or alterations to be made to any Property. (j) Buyer Sub has disclosed to the Trust all adverse matters known to Buyer Sub with respect to or in connection with the Properties, including the Leases, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (k) Each of Buyer Sub, Office Flex I and Office Flex II has good and sufficient title to all the personal and other property and assets reflected in its books and records as being owned by it, free and clear of all liens, except for Permitted Liens which are not, individually or in the aggregate, reasonably expected to have a material adverse effect on any Property.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 3.24(a) of the Contributor Graduate Disclosure Letter contains a true and complete list of (i) all real property owned by Graduate or their direct or indirect wholly any of its Subsidiaries where revenues attributable to each such real property site exceeded NT$23million in Graduate’s last completed fiscal year and (ii) all material real property owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate by Graduate (or, in the case of certain Propertiescollectively, the leasehold estate“Owned Real Property”) and for each parcel of Owned Real Property, identifies the correct street address and current use (including business unit, if applicable) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Owned Real Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, Neither Graduate nor any other party to any agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), of its Subsidiaries has given or received any notice of any, and to the knowledge of Graduate there is no, default under any restrictive covenants, restrictions and conditions affecting the Owned Real Property and there has not occurred any event that with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (ii) no event has occurred or has been threatened in writing, which with or without the passage lapse of time or the giving of notice, notice or both, would, individually or together with all both would constitute such other events, constitute a default under any such agreementrestrictive covenants, restrictions or conditions. (b) Section 3.24(b) of the Graduate Disclosure Letter contains a true and complete list of (i) all real property leased, subleased, licensed or otherwise used or occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by Graduate or any of its Subsidiaries or which Graduate or any of its Subsidiaries has the right to use or occupy where revenues attributable to each such real property site exceeded NT$23 million in the Graduate’s last completed fiscal year and (ii) all material real property leased, subleased, licensed or otherwise used or occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by Graduate or any of its Subsidiaries or which Graduate or any of its Subsidiaries has the right to use or occupy (collectively, including the improvements thereon, the “Leased Real Property”), and for each Leased Real Property, identifies the correct street address and current use (including business unit, if applicable) of such Leased Real Property. True and complete copies of all written agreements and written summaries of the material terms of all oral agreements (in each case, including all material written modifications, amendments, supplements, waivers and side letters thereto) under which Graduate or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant, or would, individually occupant (each a “Real Property Lease”) that have not been terminated or together with all such other events, reasonably be expected expired as of the date of this Agreement have been made available to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant Buyer prior to the leases with respect to the sale of any Propertydate hereof. (c) As presently conducted, none Except as otherwise disclosed in Section 3.24(c) of the operation Graduate Disclosure Letter, Graduate and/or its Subsidiaries have good and marketable title to all Owned Real Property and valid leasehold estates in all Leased Real Property free and clear, in each case, of the buildings, fixtures all liens and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effectthird party claims. (d) Except for matters that would notOther than the Real Property Leases, individually none of the Owned Real Property or in the aggregateLeased Real Property is subject to any lease, reasonably be expected sublease, license or other agreement granting to have a Contributor Material Adverse Effectany other person, (i) other than Subsidiaries, any right to the Contributor’s Knowledgeuse, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given occupancy or received any notice enjoyment of default with respect to any term such Owned Real Property or condition of any such Lease, (ii) to the Contributor’s Knowledge, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary Leased Real Property or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effectpart thereof. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Each Real Property is bound or subject, Lease is in full force and effect, effect and constitutes the legal, valid and legally binding obligation of the Contributor Graduate or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party theretoany of its Subsidiaries, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, terms and subject to applicable bankruptcylimitation under Applicable Laws, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceabilitythere is no material default under any Real Property Lease either by Graduate or any of its Subsidiaries party thereto or, to general principles the knowledge of equity (regardless Graduate or any of whether enforcement is sought in a proceeding at law or in equity)its Subsidiaries, by any other party thereto. (f) To the Contributor’s KnowledgeThere does not exist any violations of building codes or pending condemnation or eminent domain proceedings that materially and adversely affects any Owned Real Property or, except as previously disclosed to the Company knowledge of Graduate or the Operating Partnershipany of its Subsidiaries, no tenant under any such Lease is presently proceedings that affect any Leased Real Property or, to the subject knowledge of Graduate or any of its Subsidiaries, any threatened condemnation or eminent domain proceedings that materially and adversely affects any Owned Real Property or Leased Real Property, and neither Graduate nor any of its Subsidiaries have received any written notice of the intention of any voluntary Governmental Authority or involuntary bankruptcy other person to take or insolvency proceedingsuse any Owned Real Property or Leased Real Property. (g) The buildings and improvements on the Owned Real Property and the Leased Real Property are in reasonable condition and in a state of reasonable and working maintenance and repair, except for matters that would notordinary wear and tear excepted. (h) Except as otherwise disclosed in Section 3.24(h) of the Graduate Disclosure Letter, individually Graduate and each of its Subsidiaries are in possession of and have good title to free and clear of all liens, or have valid leasehold interests in, all tangible personal property used in the aggregatebusiness of Graduate and each of its Subsidiaries, reasonably be expected to have a Contributor Material Adverse Effectrespectively.

Properties. (a) The Properties are owned directly, in fee simple, by the Persons set forth on Section 4.10 of the Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i1) no Contributor neither FP Land nor any Subsidiary, JV Entity, nor any other party to any material agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within relating to such Property, but including any agreement that constitutes a Permitted Lien), has given is in breach or received any notice of default with respect to any term or condition of any such agreement, including(2) to the Knowledge of the Indemnifying Parties, without limitation, any ground lease, (ii) 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, individually or together with all such other events, 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 material obligation of any party thereto or the creation of a Lien upon any asset of FP Land or any Contributor Subsidiary or JV EntitySubsidiary, except for Permitted Liens, or otherwise reasonably be expected to have a Material Adverse Effect and (iii3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in full force and effect. No Contributor Subsidiary , subject to applicable bankruptcy, insolvency, moratorium or JV Entity has granted an option or right other similar Laws relating to creditors’ rights and general principles of first refusal or offer pursuant to the leases with respect to the sale of any Propertyequity. (cb) As To the Knowledge of the Indemnifying Parties, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other law or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect“land use” Law. (dc) Each Subsidiary holds the lessor’s interest under the leases, licenses, tenancies, possession agreements and occupancy agreements with tenants of its respective Properties that will be in effect upon completion of the IPO (the “Leases”). Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i1) neither FP Land not any Subsidiary, nor, to the Contributor’s KnowledgeKnowledge of the Indemnifying Parties, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given is in breach or received any notice of default with respect to any term or condition of any such Lease, (ii2) to the Contributor’s KnowledgeKnowledge of the Indemnifying Parties, 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, individually or together with all such other events, constitute a default under any Lease, or would, individually permit termination, modification or together with all acceleration under such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted LiensLease, and (iii3) to the Knowledge of the Indemnifying Parties, each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity Leases is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and and, upon completion of the IPO, will be in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Laws affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) . To the Contributor’s Knowledge, except as previously disclosed to Knowledge of the Company or the Operating PartnershipIndemnifying Parties, no tenant under any of such Lease Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.