Common use of Property/Title Clause in Contracts

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of Trust, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trust. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of Trust, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower Owner has good, marketable and insurable fee simple or leasehold title to the real property comprising part of the each Individual Property and good title to the balance of the such Individual Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. Borrower owns the Collateral free and clear of all Liens whatsoever. The Deed of Trust, when properly recorded in the appropriate recordsPledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases)Pledged Collateral, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There Except for Permitted Encumbrances, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the any Individual Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trustapplicable Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by this Agreement and the Deed of Trust and this Agreementother Loan Documents, (b) materially and adversely affect the value of any Individual Property or the PropertyCollateral, (c) materially impair the use or operations of the any Individual Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property Properties to Borrower Owner have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of Trust, Documents have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder under the Mortgage Loan Documents or are insured against by the Title Insurance Policy. (c) The Each Individual Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the such Individual Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the such Individual Property or for the relocation of roadways providing access to the any Individual Property. (e) To the best of Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the any Individual Property, nor are there any contemplated improvements to the any Individual Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Liens permitted hereunder (including Permitted Encumbrances). The Deed of TrustMortgage, when properly recorded in the appropriate recordsrecords (and all appropriate recording costs, taxes and fees (if any) are paid), together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty owned by Borrower (including the Leases), all in accordance with the terms thereof, in each case subject only to the Liens permitted hereunder (including the Permitted Encumbrances). There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate priority with, the Lien of the Deed of TrustMortgage, except for such Liens as are permitted hereunder (including the Permitted Encumbrances). None of the Permitted Encumbrances, individually or in the aggregate, (a) materially and adversely affect or interfere with the benefits value, or current or contemplated use or operation, of the Property, or the security intended to be provided by the Deed of Trust and this AgreementMortgage, (b) materially and adversely affect or the value of the Property, (c) impair the use or operations ability of the Property (as currently used)to generate net cash flow sufficient to service the Loan, or (d) impair Borrower’s ability to pay its Obligations obligations as and when they come due, including its ability to repay the Debt in a timely manneraccordance with the terms of the Loan Documents. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All taxes Taxes and governmental assessments Other Charges due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustMortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustMortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust Mortgage and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there There are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple or leasehold title to the real property comprising part of the each Individual Property and good title to the balance of the such Individual Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustEach Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s and Operating Lessee’s respective interest in the applicable Individual Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There Except for Permitted Encumbrances, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the any Individual Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trustapplicable Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust each Mortgage and this Agreement, (b) materially and adversely affect the value of the any Individual Property, (c) materially impair the use or operations of the any Individual Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property Properties to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgages, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Each Individual Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the such Individual Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best or Operating Lessee’s knowledge, is contemplated with respect to all or any portion of the such Individual Property or for the relocation of roadways providing access to the any Individual Property. (e) To the best of Borrower’s and Operating Lessee’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the any Individual Property, nor are there any contemplated improvements to the any Individual Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple leasehold title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustMortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustMortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust Mortgage and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s best knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple or leasehold title to the real property comprising part of the each Individual Property and good title to the balance of the such Individual Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustEach Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the applicable Individual Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There Except for Permitted Encumbrances, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the any Individual Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trustapplicable Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust each Mortgage and this Agreement, (b) materially and adversely affect the value of the any Individual Property, (c) materially impair the use or operations of the any Individual Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property Properties to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgages, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Each Individual Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the such Individual Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the such Individual Property or for the relocation of roadways providing access to the any Individual Property. (e) To the best of Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the any Individual Property, nor are there any contemplated improvements to the any Individual Property that may result in such special or other assessments.

Property/Title. (a) Borrower Owner has good, marketable and insurable fee simple or leasehold title to the real property comprising part of the each Individual Property and good title to the balance of the such Individual Property owned by it, free and clear of all Liens whatsoever except the Permitted EncumbrancesEncumbrances (Mortgage Loan). Each of Borrower and Leasehold Pledgor owns the Collateral free and clear of all Liens whatsoever. Mezzanine A Borrower is the record and beneficial owner of, and have good title to, the Mezzanine A Collateral, free and clear of all Liens whatsoever, except Permitted Encumbrances (Mezzanine A Loan). The Deed of Trust, when properly recorded in the appropriate recordsPledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s and Leasehold Pledgor’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases)Pledged Collateral, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There Except for Permitted Encumbrances (Mortgage Loan), there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting any Individual Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the applicable Mortgage. Except for Permitted Encumbrances (Mezzanine A Loan), there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property Mezzanine A Collateral which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustPledge Agreement. None of the Permitted Encumbrances, Permitted Encumbrances (Mezzanine A Loan) or Permitted Encumbrances (Mortgage Loan), as applicable, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by this Agreement and the Deed of Trust and this Agreementother Loan Documents, (b) materially and adversely affect the value of any Individual Property, the PropertyMezzanine A Collateral or the Collateral, (c) materially impair the use or operations of the any Individual Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property Properties to Owner have been paid or are being paid simultaneously herewith. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Mezzanine A Collateral to Mezzanine A Borrower have been paid or are being paid simultaneously herewith. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Collateral to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of Trust, Documents have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property Properties, the Mezzanine A Collateral and the Collateral have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder under the Mortgage Loan Documents, the Mezzanine A Loan Documents or the Loan Documents or are insured against by the Title Policy, the Mezzanine A UCC Title Insurance Policy, and the UCC Title Insurance Policy, as applicable. (c) The Each Individual Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the such Individual Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best and Leasehold Pledgor’s knowledge, is contemplated with respect to all or any portion of the such Individual Property or for the relocation of roadways providing access to the any Individual Property. (e) To the best of Borrower’s and Leasehold Pledgor’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the any Individual Property, nor are there any contemplated improvements to the any Individual Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Liens permitted hereunder (including Permitted Encumbrances). The Deed of TrustMortgage, when properly recorded in the appropriate recordsrecords (and all appropriate recording costs, taxes and fees (if any) are paid), together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty owned by Borrower (including the Leases), all in accordance with the terms thereof, in each case subject only to the Liens permitted hereunder (including the Permitted Encumbrances). There To Borrower’s knowledge, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate priority with, the Lien of the Deed of TrustMortgage, except for such Liens as are permitted hereunder (including the Permitted Encumbrances). None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust Mortgage and this Agreement, Agreement or (b) materially and adversely affect the value of the Property, (c) impair the use result in or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in constitute a timely mannerMaterial Adverse Effect. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All taxes Taxes and governmental assessments Other Charges due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Worldwide Plaza Borrower has good, marketable good and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustMortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Worldwide Plaza Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases (other than the Amenities Leases) but excluding any personalty owned or leased by Tenants), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustMortgage. None of the Permitted Encumbrances, individually or in the aggregate, (aA) materially interfere with the benefits of the security intended to be provided by the Deed of Trust Mortgage and this Agreement, (bB) materially and adversely affect the value of the Property, (cC) materially impair the use or operations of the Property (as currently used), or (dD) impair in any material respect Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Worldwide Plaza Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledgeKnowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there There are no pending or or, to Borrower’s Knowledge, proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may are reasonably likely to result in such special or other assessments.

Property/Title. (a) Borrower Worldwide Plaza Owner has good, marketable good and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. Borrower owns the Collateral free and clear of all Liens whatsoever except for the Permitted Encumbrances. The Deed of Trust, when properly recorded in the appropriate recordsPledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases)Pledged Collateral, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of Liens created by the Deed of TrustLoan Documents. None of the Permitted Encumbrances, individually or in the aggregate, (aA) materially interfere with the benefits of the security intended to be provided by this Agreement and the Deed of Trust and this Agreementother Loan Documents, (bB) materially and adversely affect the value of the PropertyProperty or the Collateral, (cC) materially impair the use or operations of the Property (as currently used), or (dD) impair in any material respect Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower Worldwide Plaza Owner have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible recording or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of Trust, Documents have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder under the Senior Loan Documents or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledgeKnowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there There are no pending or or, to Borrower’s Knowledge, proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may are reasonably likely to result in such special or other assessments.

Property/Title. (a) Borrower has good, good and marketable and insurable fee simple legal and equitable title to the real property comprising part of the Property Property, subject to Permitted Liens and Liens that are being contested in good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrancesfaith as expressly permitted under this Agreement. The Deed of TrustMortgage Documents, when properly recorded and/or filed in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to the Permitted EncumbrancesLiens, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trust. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely mannerLiens. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan DocumentsMortgage Documents with respect to such Property, including the Deed of TrustMortgages, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paidpaid prior to becoming delinquent, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance PolicyPolicy and the Title Insurance Owner’s Policy for such Property. (c) The Each Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the such Property. . Each Property is comprised of one (d1) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any more separate legal parcels and no portion of the any Property or constitutes a portion of any legal parcel not a part of such Property; provided, however, that Properties that are contained in any single multi-unit structures and are not legally subdivided parcels shall be treated collectively as a single Property for the relocation purposes of roadways providing access to the Propertythis Section 3.2.1(c). (e) To the best of Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property Property, including, without limitation, the Condominium Units, and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustMortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s 's interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’', materialman’s 's or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustMortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust Mortgage and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s 's ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s 's best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there There are no pending or or, to Borrower's best knowledge, proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there there, to Borrower's best knowledge, any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, good and marketable and insurable fee simple legal and equitable title to the real property comprising part such Property, subject to Permitted Liens. In the case of any Property, the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustMortgage Documents, when properly recorded and/or filed in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the such Property, subject only to the Permitted EncumbrancesLiens, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted EncumbrancesLiens. There are no mechanics’The Permitted Liens with respect to such Property, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trust. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust and this Agreement, (b) materially and adversely affect the value of the do not have an Individual Material Adverse Effect on such Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the such Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Mortgage Documents, including the Deed of Trustif any, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the such Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance PolicyOwner’s Policy for such Property (or to the extent Mortgage Documents have been recorded for such Property, the Title Insurance Policy for such Property). (c) The Such Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the such Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Fee Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. Lessee Borrower has good, marketable and insurable leasehold title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustMortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There Except for the four (4) "notices of commencement" disclosed in the Title Insurance Policy (for which insured coverage is being provided), there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustMortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust Mortgage and this Agreement, (b) materially and adversely affect the value of the Property, taken as a whole (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to the applicable Borrower and the creation of the leasehold estate have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, documentary, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there There are no pending or or, to Borrower's knowledge, proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower Owner has good, marketable and insurable fee simple or leasehold title to the real property comprising part of the each Individual Property and good title to the balance of the such Individual Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. Each of Borrower and Leasehold Pledgor owns the Collateral free and clear of all Liens whatsoever. The Deed of Trust, when properly recorded in the appropriate recordsPledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s and Leasehold Pledgor’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases)Pledged Collateral, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There Except for Permitted Encumbrances, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the any Individual Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trustapplicable Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by this Agreement and the Deed of Trust and this Agreementother Loan Documents, (b) materially and adversely affect the value of any Individual Property or the PropertyCollateral, (c) materially impair the use or operations of the any Individual Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property Properties to Borrower Owner have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of Trust, Documents have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder under the Mortgage Loan Documents or are insured against by the Title Insurance Policy. (c) The Each Individual Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the such Individual Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best and Leasehold Pledgor’s knowledge, is contemplated with respect to all or any portion of the such Individual Property or for the relocation of roadways providing access to the any Individual Property. (e) To the best of Borrower’s and Leasehold Pledgor’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the any Individual Property, nor are there any contemplated improvements to the any Individual Property that may result in such special or other assessments.

Property/Title. (a) Mortgage Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. Borrower owns the Collateral free and clear of all Liens whatsoever. The Deed of Trust, when properly recorded in the appropriate recordsPledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed in the appropriate records, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases)Pledged Collateral, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustSecurity Documents. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by this Agreement and the Deed of Trust and this Agreementother Loan Documents, (b) materially and adversely affect the value of the PropertyProperty or the Collateral, (c) impair the use or operations of the Property (as currently used)) or the Collateral, or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Mortgage Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible recording or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of Trust, Documents have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder under the Mortgage Loan Documents or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledgeKnowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledgeKnowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except whatsoever, except, and subject to, the Permitted Encumbrances. The Deed of TrustMortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trust. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All Except as shown in the Title Insurance Policy, all taxes and governmental assessments due and owing in respect of the Property have been paidpaid prior to delinquency, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustMortgage, when properly recorded in the appropriate recordsrecords (and all appropriate recording costs, taxes and fees (if any) are paid), together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty owned by Borrower (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate priority with, the Lien of the Deed of TrustMortgage, except for the Permitted Encumbrances. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially and adversely affect or interfere with the benefits value, or current or contemplated use or operation, of the Property, or the security intended to be provided by the Deed of Trust and this AgreementMortgage, (b) materially and adversely affect or the value of the Property, (c) impair the use or operations ability of the Property (as currently used)to generate net cash flow sufficient to service the Loan, or (d) impair Borrower’s ability to pay its Obligations obligations as and when they come due, including its ability to repay the Debt in a timely manneraccordance with the terms of the Loan Documents. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All taxes Taxes and governmental assessments Other Charges due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to BorrowerXxxxxxxx’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the each Individual Property and good title to the balance of the such Individual Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustEach Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s and Operating Lessee’s respective interest in the applicable Individual Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There Except for Permitted Encumbrances, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the any Individual Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trustapplicable Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust each Mortgage and this Agreement, (b) materially and adversely affect the value of the any Individual Property, (c) materially impair the use or operations of the any Individual Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property Properties to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgages, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Each Individual Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the such Individual Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best or Operating Lessee’s knowledge, is contemplated with respect to all or any portion of the such Individual Property or for the relocation of roadways providing access to the any Individual Property. (e) To the best of Borrower’s and Operating Lessee’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the any Individual Property, nor are there any contemplated improvements to the any Individual Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good(i) if the Property is located in Texas, good and marketable and insurable fee simple legal and equitable title to the real property comprising part of the Property, subject to Permitted Liens and (ii) if the Property is not located in Texas, good and good marketable fee simple legal and equitable title to the balance of real property comprising the Property owned by itProperty, free and clear of all Liens whatsoever except the subject to Permitted EncumbrancesLiens. The Deed of TrustMortgage Documents, when properly recorded and/or filed in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to the Permitted EncumbrancesLiens, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted EncumbrancesLiens. There are no mechanics’The Permitted Liens with respect to the Property, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trust. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with do not have a material adverse effect on the benefits of the security intended to be provided by the Deed of Trust and this Agreementprofitability, (b) materially and adversely affect the value of the Propertyvalue, (c) impair the use or operations operation of the Property (as currently used)or the enforceability, validity or (d) impair Borrower’s ability to pay its Obligations in a timely mannerperfection of the lien of the applicable Mortgage. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan DocumentsMortgage Documents with respect to such Property, including the Deed of TrustMortgages, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance PolicyPolicy and the Title Insurance Owner’s Policy for such Property. (c) The Each Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the such Property. Each Property is comprised of one (1) or more separate legal parcels and no portion of any Property constitutes a portion of any legal parcel not a part of such Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower Owner has good, marketable and insurable fee simple or leasehold title to the real property comprising part of the each Individual Property and good title to the balance of the such Individual Property owned by it, free and clear of all Liens whatsoever except the Permitted EncumbrancesEncumbrances (Mortgage Loan). Each of Borrower and Leasehold Pledgor owns the Collateral free and clear of all Liens whatsoever. The Deed of Trust, when properly recorded in the appropriate recordsPledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s and Leasehold Pledgor’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases)Pledged Collateral, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There Except for Permitted Encumbrances (Mortgage Loan), there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the any Individual Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trustapplicable Mortgage. None of the Permitted EncumbrancesEncumbrances or Permitted Encumbrances (Mortgage Loan), as applicable, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by this Agreement and the Deed of Trust and this Agreementother Loan Documents, (b) materially and adversely affect the value of any Individual Property or the PropertyCollateral, (c) materially impair the use or operations of the any Individual Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property Properties to Borrower Owner have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan DocumentsDocuments have been paid or are being paid simultaneously herewith. All transfer taxes, including deed stamps, intangible taxes or other amounts in the Deed nature of Trust, transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Collateral to Borrower have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property Properties and the Collateral have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder under the Mortgage Loan Documents or the Loan Documents or are insured against by the Title Insurance Policy and the UCC Policy, as applicable. (c) The Each Individual Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the such Individual Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best and Leasehold Pledgor’s knowledge, is contemplated with respect to all or any portion of the such Individual Property or for the relocation of roadways providing access to the any Individual Property. (e) To the best of Borrower’s and Leasehold Pledgor’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the any Individual Property, nor are there any contemplated improvements to the any Individual Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property Property, and Borrower and/or Operating Lessee have good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustMortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s and Operating Lessee’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustMortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in have a timely mannerMaterial Adverse Effect. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, 40 have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best actual knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s actual knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Mortgage Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of Trust, when properly recorded First Mezzanine Borrower owns the “Collateral” (as defined in the appropriate recordsFirst Mezzanine Loan Agreement) free and clear of all Liens whatsoever. Borrower owns the Collateral free and clear of all Liens whatsoever. The Pledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed in the appropriate records, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases)Pledged Collateral, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustSecurity Documents. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by this Agreement and the Deed of Trust and this Agreementother Loan Documents, (b) materially and adversely affect the value of any Senior Collateral or the PropertyCollateral, (c) impair the use or operations of the Property any Senior Collateral (as currently used)) or the Collateral, or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Mortgage Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible recording or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of Trust, Documents have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder under the Mortgage Loan Documents or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledgeKnowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledgeKnowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustMortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustMortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust Mortgage and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledgeKnowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of There are no pending, or to Borrower’s knowledgeKnowledge proposed, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustMortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, when properly filed in the appropriate records, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), to the extent that a security interest therein may be perfected by the filing of a financing statement in accordance with the UCC, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustMortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust Mortgage and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledgeKnowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledgeKnowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (a) Borrower Owner has good, marketable and insurable fee simple title to the real property comprising part of the each Individual Property and good title to the balance of the such Individual Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. Each of Borrower and Leasehold Pledgor owns the Collateral free and clear of all Liens whatsoever. The Deed of Trust, when properly recorded in the appropriate recordsPledge Agreement, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s and Leasehold Pledgor’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases)Pledged Collateral, all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There Except for Permitted Encumbrances, there are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the any Individual Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trustapplicable Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by this Agreement and the Deed of Trust and this Agreementother Loan Documents, (b) materially and adversely affect the value of any Individual Property or the PropertyCollateral, (c) materially impair the use or operations of the any Individual Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property Properties to Borrower Owner have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of Trust, Documents have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder under the Mortgage Loan Documents or are insured against by the Title Insurance Policy. (c) The Each Individual Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the such Individual Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best and Leasehold Pledgor’s knowledge, is contemplated with respect to all or any portion of the such Individual Property or for the relocation of roadways providing access to the any Individual Property. (e) To the best of Borrower’s and Leasehold Pledgor’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the any Individual Property, nor are there any contemplated improvements to the any Individual Property that may result in such special or other assessments.

Property/Title. (a) Borrower has good, marketable and insurable fee simple and leasehold title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Deed of TrustMortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of TrustMortgage. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust Mortgage and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of TrustMortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policy. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there There are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

Property/Title. (ai) Borrower has goodThe Property shall include the Lot, marketable together with the Building and insurable fee simple title to other buildings, structures and improvements thereon erected and together with all easements, rights and privileges appurtenant thereto, being all of the real property comprising part owned by landlord at the location of the Leased Premises. The Property is to be conveyed subject to all easements, conditions, covenants and good restrictions of record when Landlord acquires title to the balance of the Property owned by it, and otherwise free and clear of all Liens whatsoever except liens, restrictions, encumbrances, and easements of every kind, excepting only: (1) easements and other matters of record that do not affect the Permitted Encumbrancesuse of the Leased Premises as contemplated under this Lease, and (2) such matters as may have been consented to be Tenant between the date of this Lease and the date of closing on the Purchase Option; otherwise, title to the Property shall be good and marketable and such as will be insured by a reputable title company of Tenant's election at regular rates. The Deed of TrustIf Landlord is unable to give a good and marketable title and such as will be so insured, when properly recorded as required in the appropriate recordspreceding paragraph, together then Tenant shall have the option of (1) accepting such title as Landlord is able to convey, with no deduction from or adjustment of the purchase price except for deduction of the amount of the then principal, accrued interest and penalties of any Uniform Commercial Code financing statements required to be filed in connection therewithencumbrance or other lien or the amount of any outstanding money judgment (with accrued interest and penalties, will create (iif applicable) a valid, first priority, perfected Lien on Borrower’s interest in so encumbering the Property, subject only or (2) declining to Permitted Encumbrancesconsummate this purchase; and in the latter event Tenant shall be reimbursed forthwith for all title insurance charges actually incurred in searching title to the Property, there shall be no further obligation or liability on either of the parties hereunder with respect to the Purchase Option and this Lease shall continue in accordance with its terms. (ii) perfected security interests in Provided there is a closing hereunder, Tenant will be responsible for and toshall comply, and perfected collateral assignments ofat Tenant's expense, all personalty (including the Leases), all in accordance with the terms thereofrequirements of any and all notices or orders served upon Landlord after the date of this Lease and for the payment of any assessments and charges thereafter made for any public improvements, in each case subject only to the Permitted Encumbrances. There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Property which are or may be Liens prior to, or equal or coordinate with, the Lien of the Deed of Trust. None of the Permitted Encumbrances, individually or in the aggregate, (a) materially interfere with the benefits of the security intended to be provided by the Deed of Trust and this Agreement, (b) materially and adversely affect the value of the Property, (c) impair the use or operations of the Property (as currently used), or (d) impair Borrower’s ability to pay its Obligations in a timely manner. (b) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements if work in connection with therewith is thereafter begun in or about the transfer of the Property to Borrower have been paid Leased Premises or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including the Deed of Trust, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Policyadjacent thereto. (c) The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. (d) No Condemnation or other proceeding has been commenced or, to Borrower’s best knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. (e) To the best of Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.