Common use of Title to Properties; Leasehold Interests Clause in Contracts

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s or one or more of the Subsidiaries’ business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s knowledge no claim has been asserted by anyone adverse to any such entity’s rights as lessee under any of such leases, or affecting or questioning any such entity’s right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s Exchange Act Rreports are disclosed therein. (b) As used in this Agreement, “Permitted Exceptions” means: (i) real estate taxes and assessments not yet delinquent or being contested in good faith; (ii) covenants, restrictions, easements and other similar agreements; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s or any Subsidiary’s property, provided that the same are not violated by existing improvements or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by the Company.

Title to Properties; Leasehold Interests. (a) a. Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s 's ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s 's or one or more of the Subsidiaries’ ' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports are disclosed therein. (b) b. As used in this Agreement, “"Permitted Exceptions” " means: (i) real estate taxes and assessments not yet delinquent or being contested in good faith; (ii) covenants, restrictions, easements and other similar agreements; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s 's or any Subsidiary’s 's property, provided that the same are not violated by existing improvements or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s 's real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by the Company.

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s 's ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s 's or one or more of the Subsidiaries’ ' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports are disclosed therein. (b) As used in this Agreement, “Permitted Exceptions” means: (i) real estate taxes and assessments not yet delinquent or being contested in good faith. ; (ii) covenants, restrictions, easements and other similar agreements; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s or any Subsidiary’s property, provided that the same are not violated by existing improvements or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by the Company.;

Title to Properties; Leasehold Interests. (a) Except as disclosed in any the Exchange Act ReportReports, or except to the extent that the inaccuracy of any of the following, either individually or in the aggregate, would not have a Material Adverse Effect: (i) the Company or Company, through one or more of the Subsidiaries, has such good and marketable title to all real properties where its and all other assets that are located as provides reasonable assurance required for the effective operation of the Company’s ability to use such assets in its 's business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s or one or more of the Subsidiaries’ business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company Company, or any of the its Subsidiaries leases any property that is material to the business of the Company and the its Subsidiaries taken as a whole are is in full force and effect, and none of neither the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, ; and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the its Subsidiaries which are required to be disclosed in the Company’s 's periodic reports filed pursuant to Exchange Act Rreports are disclosed therein. (b) As used in this Agreement, “"Permitted Exceptions” " means: (i) real estate taxes and assessments not yet delinquent or being contested in good faithdelinquent; (ii) covenants, restrictions, easements and other similar agreements, provided that the same are not violated in any material respect by existing improvements or the current use and operation of the Company's or any Subsidiary's property; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s 's or any Subsidiary’s 's property, provided that the same are not violated in any material respect by existing improvements or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s 's or any Subsidiary's real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing mortgage financing by the Companydisclosed in any Exchange Act Report.

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act ReportThe Disclosure Documents set forth a complete and accurate list of all material real property owned or leased by the Company, the Operating Partnership or except to the extent that the inaccuracy of any of the followingSubsidiaries or otherwise used in the operation or conduct of the Company's or Operating Partnership's business (collectively, and together with the land referenced in the Disclosure Documents and all buildings, structures and other improvements and fixtures located on or under such land and all easements, rights and other appurtenances to such land, the "COMPANY PROPERTIES"). The Company, the Operating Partnership and the Subsidiaries, owns or own, as the case may be, good and marketable fee simple or leasehold title to each of the Company Properties, in each case free and clear of any liens, title defects, contractual restrictions or covenants, laws, ordinances or regulations affecting use or occupancy (including zoning regulation and building codes) or reservations of interests in title (collectively, "PROPERTY RESTRICTIONS"), except for (i) mortgage liens disclosed in the aggregateDisclosure Documents; (ii) Property Restrictions imposed or promulgated by law or by any Government Authority (as hereinafter defined) which are customary and typical for similar properties and (iii) other Property Restrictions that do not individually or in the aggregate have a Material Adverse Effect (collectively, "PERMITTED LIENS"). Title insurance policies (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple or leasehold, as applicable, title of the Company, the Operating Partnership or any Subsidiaries, as applicable, to each of the Company Properties, except where the absence of such policies would not have a Material Adverse Effect: , and to the Company's and the Operating Partnership's knowledge, such policies are valid and in full force and effect and no claim has been made under any such policy, except as would not have a Material Adverse Effect. (b) Except as set forth in the Disclosure Documents, and except for matters which would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor the Operating Partnership has any knowledge (i) that any currently required certificate, permit or license (including building permits and certificates of occupancy for tenant spaces) from any Government Authority having jurisdiction over any Company Property or any agreement, easement or other right which is necessary to permit the lawful use, occupancy or operation of the existing buildings, structures or other improvements which constitute a part of any of the Company Properties or one which are necessary to permit the lawful use and operation of utility service to any Company Property or more of any existing driveways, roads or other means of egress and ingress to and from any of the SubsidiariesCompany Properties has not been obtained or is not in full force and effect, has such title to real properties where its assets are located or of any pending threat of modification or cancellation of any of same, or (ii) of any violation by any Company Property of any federal, state or municipal law, ordinance, order, regulation or requirement, including any applicable zoning law or building code, as provides reasonable assurance a result of the Company’s ability to use or occupancy of such assets in its business Company Property or otherwise. Except as set forth in the ordinary courseDisclosure Documents, the Company has no knowledge of uninsured physical damage to any Company Property which would individually or in the aggregate have a Material Adverse Effect. To the Company's knowledge, except for repairs identified in the Disclosure Documents, each Company Property, (i) is in good operating condition and repair and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements, and has good title or an enforceable leasehold interest(ii) consists of sufficient land, license or parking areas, driveways and other improvements and lawful right means of access and utility service and capacity to permit the use all assets that are used in the Company’s or one or more of the Subsidiaries’ business substantially thereof in the manner in and for the purposes to which they currently are operatedit is presently devoted, except, in each such case, subject only to Permitted Exceptions the extent that failure to meet such standards would not have a Material Adverse Effect. (c) Neither the Company nor the Operating Partnership has any knowledge that any condemnation, eminent domain or rezoning proceedings are pending or threatened with respect to any of the Company Properties except to the extent that the foregoing would not have a Material Adverse Effect. (d) The Company has not received written notice from any governmental authority, or from a consulting firm or attorney hired by the Company for the purpose of investigating such matters, asserting a failure to comply with the requirements of the Americans with Disabilities Act (the "ADA") except for such non-compliance as herein defined); the Company believes will not, individually or in the aggregate, have a Material Adverse Effect. (iie) all leases under With respect to each lease to which the Company or any of its Subsidiaries is a party for premises larger than 50,000 square feet of rentable space (collectively, the Subsidiaries leases any property that is material to "MATERIAL COMPANY LEASES"), except for matters which would not have a Material Adverse Effect, (i) except as noted in the business Disclosure Documents, each of the Material Company Leases is valid and the Subsidiaries taken as a whole are subsisting and in full force and effecteffect as against the Company or any Subsidiary, as applicable, and, to the Company's knowledge, as against the tenant, (ii) except as noted in the Disclosure Documents, the tenant under each of the Material Company Leases is in actual possession of the premises leased thereunder, (iii) except as set forth in the Disclosure Documents, no tenant under any Material Company Lease is more than 30 days in arrears in the payment of regular recurring monthly rent, (iv) except as noted in the Disclosure Documents, none of the Company, the Operating Partnership or any Subsidiaries has received any written notice from any tenant under any Material Company Lease of its intention to vacate, (v) none of the Company, the Operating Partnership or any Subsidiaries has collected payment of rent under any Material Company Lease (other than security deposits) accruing for a period which is more than one month in advance, (vi) no notice of default has been sent or received by the landlord under any Material Company Lease which remains uncured as of the date hereof, except as noted in the Disclosure Documents, no default has occurred under any Material Company Lease and, to the Company's knowledge, no event has occurred and is continuing which, with notice or lapse of time or both, would constitute a default under any Material Company Lease, (vii) no tenant under any of the Material Company Leases has any purchase options or kick-out rights or is entitled to any concessions, allowances, abatements, set-offs, rebates or refunds, (viii) except as assigned in connection with mortgages disclosed in the Disclosure Documents, none of the Material Company Leases and none of the rents or other amounts payable thereunder has been mortgaged, assigned, pledged or encumbered by the Company, the Operating Partnership or any Subsidiary, (ix) except as set forth in the Disclosure Documents, no space of a material size in the Company nor Property is occupied by a tenant rent-free, (x) no tenant under any of the Material Company Leases has asserted any claim which is likely to affect the collection of rent from such Subsidiary tenant, and (xi) the landlord under each Material Company Lease has fulfilled all of its obligations thereunder in respect of tenant improvements and capital expenditures. Except as disclosed in the Disclosure Documents or as would not have a Material Adverse Effect, the Company is not in default of its obligations under and is not engaged in any dispute with any party to any reciprocal easement agreement or other similar agreement encumbering or benefitting any of its real property. (f) The Disclosure Documents set forth a complete and accurate list of all material commitments, letters of intent, options or similar written understandings made or entered into by the Company or any of its Subsidiaries as of the date hereof, (i) to sell, mortgage, pledge or hypothecate any Company Property or Properties, or to otherwise enter into a material transaction in respect of the ownership or financing of any Company Property, or (ii) to purchase or to acquire an option, right of first refusal (other than a right of first refusal in favor of a joint venture partner) or similar right in respect of any material real property (whether directly or indirectly, such as through the purchase of stock of a corporation or interests in a partnership). (g) Each of the terms ground leases underlying the leased Company Properties (collectively, the "TENANCY LEASES") is valid, binding and in full force and effect as against the Company, the Operating Partnership or provisions of any of such leases and the Subsidiaries and, to the Company’s knowledge no claim has been asserted by anyone adverse 's knowledge, as against the other party thereto. Except as disclosed in the Disclosure Documents in connection with only mortgage liens, none of the Tenancy Leases is subject to any such entity’s rights mortgage, pledge, lien, sublease, assignment, license or other agreement granting to any third party any interest therein, collateral or otherwise, or any right to the use or occupancy of any premises leased thereunder with the exception of sub-leases with tenants of the properties constructed on the land. To the Company's knowledge, except as lessee set forth in the Disclosure Documents, there is no pending or threatened proceeding which is reasonably likely to interfere with the quiet enjoyment of the tenant under any of such leasesthe Tenancy Leases. Except as set forth in the Disclosure Documents, or affecting or questioning any such entity’s right to the continued possession or use as of the properties last day of the month preceding the date hereof and as of the last day of the month preceding the date of the Closing, no payments under any such leases Tenancy Lease are delinquent and no notice of default thereunder has been sent or asserting a default under any such leasesreceived by the Company, and (iii) all liens, charges the Operating Partnership or encumbrances on or affecting any of the property and assets Subsidiaries. There does not exist under any of the Company and Tenancy Leases any material default, and, to the Subsidiaries which are required Company's knowledge, no event has occurred which, with notice or lapse of time or both, would constitute such a default. No representation set forth in this SUBSECTION (g) shall be deemed to be untrue unless such untruths would have a Material Adverse Effect. (h) Except as disclosed in the Company’s Exchange Act Rreports are disclosed thereinDisclosure Documents, no person has any right or option to acquire any ownership interest in any Company Property, except as would not have a Material Adverse Effect. (b) As used in this Agreement, “Permitted Exceptions” means: (i) real estate taxes and assessments not yet delinquent or being contested in good faith; (ii) covenants, restrictions, easements and other similar agreements; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s or any Subsidiary’s property, provided that the same are not violated by existing improvements or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by the Company.

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s 's ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s 's or one or more of the Subsidiaries’ ' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports are disclosed therein. (b) As used in this Agreement, “Permitted Exceptions” means: (i) real estate taxes and assessments not yet delinquent or being contested in good faith; (ii) covenants, restrictions, easements and other similar agreements; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s or any Subsidiary’s property, provided that the same are not violated by existing improvements or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by the Company.

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s or one or more of the Subsidiaries’ business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defineddefined below); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s knowledge no claim has been asserted by anyone adverse to any such entity’s rights as lessee under any of such leases, or affecting or questioning any such entity’s right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s Exchange Act Rreports Reports are disclosed therein. (b) As used in this Agreement, “Permitted Exceptions” means: (i) real estate taxes and assessments not yet delinquent or being contested in good faith; (ii) covenants, restrictions, easements and other similar agreements; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s or any Subsidiary’s property, provided that the same are not violated by existing improvements or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by the Company.

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Reportthe Prospectus, or except to the extent that the inaccuracy of any of the following, either individually or in the aggregate, would not have a Material Adverse Effect: (i) the Company or Company, through one or more subsidiaries, has good and marketable title (or, with respect to any Communities (as hereinafter defined) located in Texas, good and indefeasible title, or such substantially equivalent quality of title as provided by the applicable title insurance policy) to the land underlying each of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s ability to use such assets in its business multi-family apartment communities described in the ordinary courseProspectus (the "Communities") and good and marketable title (or, with respect to any Communities located in Texas, good and has good indefeasible title) to the improvements thereon (in each case with title or an enforceable leasehold interest, license or insurance thereon in full force and effect and which is adequate in accordance with industry standards) and all other lawful right to use all assets that are used in required for the Company’s or one or more effective operation of the Subsidiaries’ business substantially such Communities in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company Company, or any of the Subsidiaries its subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of neither the Company nor any such Subsidiary subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, ; and (iii) all liens, charges or encumbrances on or affecting any of the Communities or the other property and assets of the Company and the Subsidiaries its subsidiaries which are required to be disclosed in the Company’s Exchange Act Rreports Prospectus are disclosed therein.; (b) As used in this Agreement, “"Permitted Exceptions” " means: (i) real estate taxes and assessments not yet delinquent or being contested in good faithdelinquent; (ii) covenants, restrictions, easements and other similar agreements, provided that the same are not violated by existing improvements or the current use and operation of a Community or other property; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s each Community or any Subsidiary’s other property, provided that the same are not violated by existing improvements or the current use and operation of such a Community or other property; (iv) any state of facts disclosed by the surveys relating to the Communities; (v) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s real a Community or other property and does not render title to such real Community or other property unmarketable or uninsurable and does not materially impair the value of such propertyCommunity; and (viv) liens securing mortgage financing by as described in the CompanyProspectus.

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, for matters which individually or except to the extent that the inaccuracy of any of the following, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) the Company Company, the Operating Partnership or one or more of the Subsidiaries, has such good and marketable title to all real properties where its assets are located as provides reasonable assurance it owns free from easements, liens, pledges, claims, charges, options, defects, preferential purchase rights, rights of the Company’s ability to use such assets in its business in the ordinary course, first refusal or other encumbrances and has good title or an enforceable leasehold interest, license or other lawful right to use all other assets that are used in the Company’s 's, the Operating Partnership's or one or more of the Subsidiaries’ ' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined)) and no notice has been issued alleging any default in compliance with the terms and provisions of any of the covenants, conditions, restrictions, rights-of-way or easements constituting one or more of the Permitted Exceptions or alleging a violation of any zoning, building, fire, health code or other applicable laws or regulations with respect to the properties; (ii) all leases under which the Company Company, the Operating Partnership or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of neither the Company Company, the Operating Partnership nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's and the Operating Partnership's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company Company, the Operating Partnership and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports Reports are disclosed therein; and (iv) there is no judicial, municipal or administrative action, suit, arbitration, proceeding or investigation pending or threatened against, relating to or affecting the Company, the Operating Partnership or any Subsidiary, their assets or properties, before any court or Governmental Authority (as defined below), including, without limitation, proceedings for or involving collections, , alleged building code or environmental or zoning violation, alleged to have occurred at any of the properties or by reason of the condition, use of, or operations on any of the properties. While there may be actions, suits and other proceedings pending or threatened against, relating to or affecting the Company, the Operating Partnership or any Subsidiary involving condemnation, eminent domain, personal injuries or property damage, such matters are not reasonably expected to have a Material Adverse Effect. (b) As used in this Agreement, “Permitted Exceptions” "PERMITTED EXCEPTIONS" means: (i) real estate taxes and assessments not yet delinquent or being contested in good faithdue and payable; (ii) covenants, restrictions, easements and other similar agreements, PROVIDED that the same are not violated by existing improvements or the current or proposed use and operation of the Company's, the Operating Partnership's or any Subsidiary's property; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s 's, the Operating Partnership's or any Subsidiary’s 's property, provided PROVIDED that the same are not violated by existing improvements or the current or proposed use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current or proposed use, operation or enjoyment of any of the Company’s 's, the Operating Partnership's or any Subsidiary's real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by mortgage financings which are disclosed in the CompanyExchange Act Reports or on Schedule 3.10 to the Disclosure Schedule.

Title to Properties; Leasehold Interests. (a) a. Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the i);the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s 's ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s 's or one or more of the Subsidiaries’ ' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports are disclosed therein. (b) b. As used in this Agreement, “"Permitted Exceptions” " means: (i) real estate taxes and assessments not yet delinquent or being contested in good faith; (ii) covenants, restrictions, easements and other similar agreements; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s 's or any Subsidiary’s 's property, provided that the same are not violated by existing improvements or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s 's real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by the Company.

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, for matters which individually or except to the extent that the inaccuracy of any of the following, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) the Company Company, the Operating Partnership or one or more of the Subsidiaries, has such good and marketable title to all real properties where its assets are located as provides reasonable assurance it owns free from easements, liens, pledges, claims, charges, options, defects, preferential purchase rights, rights of the Company’s ability to use such assets in its business in the ordinary course, first refusal or other encumbrances and has good title or an enforceable leasehold interest, license or other lawful right to use all other assets that are used in the Company’s 's, the Operating Partnership's or one or more of the Subsidiaries’ ' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined)) and no notice has been issued alleging any default in compliance with the terms and provisions of any of the covenants, conditions, restrictions, rights-of-way or easements constituting one or more of the Permitted Exceptions or alleging a violation of any zoning, building, fire, health code or other applicable laws or regulations with respect to the properties; (ii) all leases under which the Company Company, the Operating Partnership or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of neither the Company Company, the Operating Partnership nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's and the Operating Partnership's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company Company, the Operating Partnership and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports Reports are disclosed therein; and (iv) there is no judicial, municipal or administrative action, suit, arbitration, proceeding or investigation pending or threatened against, relating to or affecting the Company, the Operating Partnership or any Subsidiary, their assets or properties, before any court or Governmental Authority (as defined below), including, without limitation, proceedings for or involving collections, , alleged building code or environmental or zoning violation, alleged to have occurred at any of the properties or by reason of the condition, use of, or operations on any of the properties. While there may be actions, suits and other proceedings pending or threatened against, relating to or affecting the Company, the Operating Partnership or any Subsidiary involving condemnation, eminent domain, personal injuries or property damage, such matters are not reasonably expected to have a Material Adverse Effect. (b) As used in this Agreement, “"Permitted Exceptions” " means: (i) real estate taxes and assessments not yet delinquent or being contested in good faithdue and payable; (ii) covenants, restrictions, easements and other similar agreements, provided that the same are not violated by existing improvements or the current or proposed use and operation of the Company's, the Operating Partnership's or any Subsidiary's property; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s 's, the Operating Partnership's or any Subsidiary’s 's property, provided that the same are not violated by existing improvements or the current or proposed use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current or proposed use, operation or enjoyment of any of the Company’s 's, the Operating Partnership's or any Subsidiary's real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by mortgage financings which are disclosed in the CompanyExchange Act Reports or on Schedule 3.10 to the Disclosure Schedule.

Title to Properties; Leasehold Interests. (a) Except as disclosed in any the Company's most recent annual report on Form 10-K filed pursuant to the Exchange Act Reportor in any subsequent filing by the Company with the Commission, or except to the extent that the inaccuracy of any of the following, either individually or in the aggregate, would not have be reasonably expected to result in a Material Adverse Effect: (i) the Company or Company, through one or more of the Subsidiaries, has such good and marketable title to all real properties where its and all other assets are located identified as provides reasonable assurance of being owned by the Company’s ability to use such assets Company in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s or one or more of the Subsidiaries’ business substantially in the manner in which they currently are operatedmost recent annual report filed on Form 10-K, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company Company, or any of the Subsidiaries its Subsidiaries, leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of neither the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, ; and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the its Subsidiaries which are required to be disclosed in the Company’s 's periodic reports filed pursuant to the Exchange Act Rreports are disclosed therein.; (b) As used in this Agreement, “"Permitted Exceptions” " means: (i) real estate taxes and assessments not yet delinquent or being contested in good faithdelinquent; (ii) covenants, restrictions, easements and other similar agreements, provided that the same are not violated by existing improvements or the current use and operation of the Company's or any Subsidiary's property; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s 's or any Subsidiary’s 's property, provided that the same are not violated by existing improvements or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect in any material adverse respect the current use, operation or enjoyment of any of the Company’s 's or any Subsidiary's real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing mortgage financing by disclosed in the Company's most recent annual report on Form 10-K filed pursuant to the Exchange Act.

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, or except to the extent that the inaccuracy of any of the following, in the aggregate, would not have a Material Adverse Effect: (i) the Company or one or more of the Subsidiaries, has such title to real properties where its assets are located as provides reasonable assurance of the Company’s ability to use such assets in its business in the ordinary course, and has good title or an enforceable leasehold interest, license or other lawful right to use all assets that are used in the Company’s or one or more of the Subsidiaries’ business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of the Company nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s knowledge no claim has been asserted by anyone adverse to any such entity’s rights as lessee under any of such leases, or affecting or questioning any such entity’s right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company and the Subsidiaries which are required to be disclosed in the Company’s Exchange Act Rreports Reports are disclosed therein. (b) As used in this Agreement, “Permitted Exceptions” means: (i) real estate taxes and assessments not yet delinquent or being contested in good faith; (ii) covenants, restrictions, easements and other similar agreements; (iii) zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s or any Subsidiary’s property, provided that the same are not violated by existing improvements or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by the Company.

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, or except to for Permitted Exceptions that do not materially detract from the extent that the inaccuracy of any value of the followingproperty subject thereto or which, in the aggregatetaken as a whole, would could not have a Material Adverse Effect: (i) , the Company REIT or, in the case of properties or one or more assets owned by a Subsidiary, the Subsidiary, owns good and marketable title to each of the Subsidiariesproperties and assets owned by it free and clear of all security interests, has such title to mortgages, pledges, liens, claims or encumbrances of any nature. Certain real properties where property used by the REIT or its assets are located as provides reasonable assurance Subsidiaries in the conduct of the Company’s ability to use such assets in its business in the ordinary courseis held under lease, and has good title the REIT is not aware of any pending or an enforceable leasehold interestthreatened claim or action by any lessor of any such property to terminate any such lease, license or other lawful right to use all assets that nor are used in the Company’s or one or more of the Subsidiaries’ business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined); (ii) all leases under which the Company or any of the properties leased by the REIT or its Subsidiaries leases subject to any property that is material to the business security interests, mortgages, pledges, liens, claims or encumbrances of the Company and the Subsidiaries any nature, which, taken as a whole are in full force whole, could have a Material Adverse Effect. Each lease or agreement to which the REIT or a Subsidiary is a party under which it is the lessee of any property, real or personal, is a valid and effect, and none subsisting agreement without any material default of the Company nor REIT or the Subsidiary thereunder and, to the best of the REIT's knowledge, without any material default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the REIT or the Subsidiary under any such Subsidiary is in default in any material respect of any lease or agreement or, to the best of the terms REIT's knowledge, by any party thereto, except for such defaults that would not individually or provisions in the aggregate have a Material Adverse Effect. To the best of any of such leases and to the Company’s knowledge REIT's knowledge, no claim has been asserted by anyone against the REIT or any Subsidiary adverse to any such entity’s its rights as lessee under any of such leases, or affecting or questioning any such entity’s right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the in its leasehold interests. The property and assets of the Company REIT and the Subsidiaries which are required to be disclosed sufficient for the conduct of their business as presently conducted. Neither the REIT nor any Subsidiary is in the Company’s Exchange Act Rreports are disclosed therein. (b) As used in this Agreement, “Permitted Exceptions” means: (i) real estate taxes and assessments not yet delinquent or being contested in good faith; (ii) covenants, restrictions, easements and other similar agreements; (iii) zoning laws, ordinances and regulationsviolation of any zoning, building codesor safety ordinance, rules and regulation or requirement or other local governmental lawslaw or regulation applicable to the operation of its owed or leased properties, regulationswhich violation would have a Material Adverse Effect, rules and orders affecting nor has it received any notice of any such violation which would have a Material Adverse Effect. There are no defaults by the REIT, any Subsidiary or, to the best knowledge of the Company’s or REIT, by any Subsidiary’s propertyother party, provided that which might curtail in any material respect the same are not violated by existing improvements present use of the REIT's or the current use and operation of such Subsidiaries' real or personal property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by the Company.

Title to Properties; Leasehold Interests. (a) Except as disclosed in any Exchange Act Report, for matters which individually or except to the extent that the inaccuracy of any of the following, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) the Company Company, the Operating Partnership or one or more of the Subsidiaries, has such good and marketable title to all real properties where its assets are located as provides reasonable assurance it owns free from easements, liens, pledges, claims, charges, options, defects, preferential purchase rights, rights of the Company’s ability to use such assets in its business in the ordinary course, first refusal or other encumbrances and has good title or an enforceable leasehold interest, license or other lawful right to use all other assets that are used in the Company’s 's, the Operating Partnership's or one or more of the Subsidiaries’ ' business substantially in the manner in which they currently are operated, in each case, subject only to Permitted Exceptions (as herein defined)) and no notice has been issued alleging any default in compliance with the terms and provisions of any of the covenants, conditions, restrictions, rights-of-way or easements constituting one or more of the Permitted Exceptions or alleging a violation of any zoning, building, fire, health code or other applicable laws or regulations with respect to the properties; (ii) all leases under which the Company Company, the Operating Partnership or any of the Subsidiaries leases any property that is material to the business of the Company and the Subsidiaries taken as a whole are in full force and effect, and none of neither the Company Company, the Operating Partnership nor any such Subsidiary is in default in any material respect of any of the terms or provisions of any of such leases and to the Company’s 's and the Operating Partnership's knowledge no claim has been asserted by anyone adverse to any such entity’s 's rights as lessee under any of such leases, or affecting or questioning any such entity’s 's right to the continued possession or use of the properties under any such leases or asserting a default under any such leases, and (iii) all liens, charges or encumbrances on or affecting any of the property and assets of the Company Company, the Operating Partnership and the Subsidiaries which are required to be disclosed in the Company’s 's Exchange Act Rreports Reports are disclosed therein. ; and (biv) As used in this Agreementthere is no judicial, “Permitted Exceptions” means: municipal or administrative action, suit, arbitration, proceeding or investigation pending or threatened against, relating to or affecting the Company, the Operating Partnership or any Subsidiary, their assets or properties, before any court or Governmental Authority (i) real estate taxes and assessments not yet delinquent as defined below), including, without limitation, proceedings for or being contested in good faith; (ii) covenantsinvolving collections, restrictions, easements and other similar agreements; (iii) alleged building code or environmental or zoning lawsviolation, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting alleged to have occurred at any of the Company’s properties or any Subsidiary’s propertyby reason of the condition, provided that the same are not violated by existing improvements use of, or the current use and operation of such property; (iv) any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of operations on any of the Company’s real property properties. While there may be actions, suits and does not render title other proceedings pending or threatened against, relating to such real property unmarketable or uninsurable and does not materially impair the value of such property; and (v) liens securing financing by affecting the Company, the Operating Partnership or any Subsidiary involving condemnation, eminent domain, personal injuries or property damage, such matters are not reasonably expected to have a Material Adverse Effect.