Common use of Title to Property Clause in Contracts

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liens, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. Except as otherwise disclosed in the Disclosure Package and the Final Prospectus, and except as would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole: (Ai) The Company, each of the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have Company and its subsidiaries has good and marketable fee simple title or leasehold title to all properties and assets described in the Disclosure Package and the Final Prospectus as owned by such party; (ii) all of the properties leases under which the Company or any of its subsidiaries holds or uses real property or assets as a lessee are in full force and other assets owned effect, and neither the Company nor any of its subsidiaries is in material default in respect of any of the terms or leased provisions of any of such leases and no claim has been asserted by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear anyone adverse to any such party’s rights as lessee under any of all Liens, except as disclosed in the Registration Statement or the Prospectus or such as would not haveleases, or reasonably be expected affecting or questioning any such party’s right to have, individually the continued possession or in use of the aggregate, a Material Adverse Effectleased property or assets under any such leases; (Biii) all Liens liens, charges, encumbrances, claims, or restrictions on or affecting the Properties properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement Disclosure Package and the Final Prospectus are disclosed therein and none therein; (iv) neither the Company, any of its subsidiaries nor, to the knowledge of the Company, the Operating Partnership or the Subsidiaries any lessee of any portion of any such party’s properties is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material pursuant to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership Company or any of its subsidiaries leases its properties to third parties and neither the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none Company nor any of the Company, the Operating Partnership or any Subsidiary has any notice its subsidiaries knows of any material claim event which, but for the passage of any sort that has been asserted by anyone adverse to time or the rights giving of the Companynotice, the Operating Partnership or any Subsidiary both, would constitute a default under any of such leases; (v) no tenant under any lease pursuant to which the Company or any of its subsidiaries leases its properties has an option or subleases, or adversely affecting or questioning right of first refusal to purchase the rights of the Company, the Operating Partnership or such Subsidiary premises leased thereunder; (vi) to the continued possession best of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectusits knowledge, each of the Properties properties of the Company or any of its subsidiaries complies with all applicable codes and zoning laws, laws, ordinances, laws and regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (Fvii) except as disclosed neither the Company nor any of its subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the Registration Statement and size or use of, improvements or construction on or access to the Prospectus, none properties of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties Company or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.its subsidiaries;

Title to Property. (A) The CompanyAt the Closing Time, the Operating Partnership or the Subsidiaries Transaction Entities, any of their respective subsidiaries or any other subsidiary or joint venture in which either of the Company, the Operating Partnership Transaction Entities or any Subsidiary of their respective subsidiaries owns an interestinterest (each such joint venture being referred to as a “Related Entity”), as the case may be, will have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, other than those that (1) are described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, materially affect the value of any of the Properties and do not materially interfere with the use made and proposed to be made of any of the Properties by the Transaction Entities, any of their respective subsidiaries or any Related Entity; (B) except as disclosed in the Registration Statement or Statement, the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement General Disclosure Package and the Prospectus are disclosed therein and Prospectus, none of the CompanyTransaction Entities, any of their respective subsidiaries or any Related Entity owns any real property other than the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectProperties; (C) all each of the leases ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the CompanyTransaction Entities and their respective subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectusone enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such Properties (taken as a whole) by either of the Transaction Entities, any of their respective subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any such ground lease, sublease or sub-sublease with respect to any of the Properties and none of the CompanyTransaction Entities, the Operating Partnership any of their respective subsidiaries or any Subsidiary Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such ground lease, sublease or sub-sublease and (2) none of the Transaction Entities, any of their respective subsidiaries or any Related Entity has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the CompanyTransaction Entities, the Operating Partnership any of their respective subsidiaries or any Subsidiary Related Entity under any of such leases the material ground leases, subleases or subleasessub-subleases mentioned above, or adversely affecting or questioning the rights of the CompanyTransaction Entities, the Operating Partnership any of their respective subsidiaries or such Subsidiary any Related Entity to the continued possession of the leased leased, subleased or sub-subleased premises under any such lease ground lease, sublease or sub-sublease; (D) except as all liens, charges, encumbrances, claims or restrictions on any of the Properties and the assets of either of the Transaction Entities, any of their respective subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectProspectus are disclosed therein; (E) except as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, each no tenant under any of the leases at the Properties or any other party has a right of first refusal, right of first offer or an option to purchase any of the Properties; (F) to the knowledge of the Transaction Entities, none of the Properties complies fails to comply with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases laws and deed restrictions or other covenantsregulations and laws relating to access to the Properties), except where if and to the failure extent disclosed in the Registration Statement, the General Disclosure Package or the Prospectus and except for such failures to comply that would not havenot, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to havehave a Material Adverse Effect; (G) the mortgages and deeds of trust that encumber any of the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties; (H) none of the Transaction Entities, individually any of their respective subsidiaries or any Related Entity is in default under any of the leases governing the Properties and there is no event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default by either of the Transaction Entities, any of their respective subsidiaries or any Related Entity under any of such leases, except such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect; and (I) to the knowledge of the Transaction Entities, no lessee of any of the Properties is in default under any of the leases governing the Properties and there is no event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default by any lessee of any of the Properties under any of such leases.

Title to Property. (Ai) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, Except as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liens, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectus, the Company or its subsidiaries have good and marketable title or leasehold interest, as the case may be, to the portfolio properties, including, without limitation, shopping centers (including, without limitation, centers owned through unconsolidated joint ventures and others that are otherwise consolidated by the Company) and undeveloped land (the “Portfolio Properties”) described in full force the Registration Statement and effectthe Prospectus as being owned by the Company or its subsidiaries (except with respect to properties described in the Registration Statement and the Prospectus as being held by the Company through joint ventures), in each case free and none clear of all liens, encumbrances, claims, security interests and defects (collectively, “Defects”), except where such Defects would not have a Material Adverse Effect; (ii) the joint venture interest in each property described in the Registration Statement and the Prospectus as being held by the Company through a joint venture is owned free and clear of all Defects except for such Defects that would not have a Material Adverse Effect; (iii) all liens, charges, encumbrances, claims or restrictions on or affecting the properties and assets of the Company, the Operating Partnership Company or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as its subsidiaries are disclosed in the Registration Statement and the Prospectus, except for any such interests that would not have a Material Adverse Effect; and (iv) none of the Company, its wholly-owned subsidiaries or, to the Operating Partnership or knowledge of the Subsidiaries Company, any lessee of any of the Portfolio Properties is in violation default under any of any municipalthe leases governing the Portfolio Properties, state or federal law, rule or regulation concerning the Properties or any part thereof which violation except such defaults that would have, or reasonably be expected to have, individually or in the aggregate, not have a Material Adverse Effect; (E) except as disclosed in the Registration Statement , and the ProspectusCompany does not know of any event which, each but for the passage of time or the Properties complies with all applicable zoning lawsgiving of notice, lawsor both, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenantswould constitute a default under any of such leases, except where the failure to comply such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Title to Property. (A) The CompanyAt each Representation Date, the Operating Partnership or the Subsidiaries Transaction Entities, any of their respective subsidiaries or any other subsidiary or joint venture in which either of the Company, the Operating Partnership Transaction Entities or any Subsidiary of their respective subsidiaries owns an interestinterest (each such joint venture being referred to as a “Related Entity”), as the case may be, will have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, other than those that (1) are described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus or would not, singly or in the aggregate, materially affect the value of any of the Properties and do not materially interfere with the use made and proposed to be made of any of the Properties by the Transaction Entities, any of their respective subsidiaries or any Related Entity; (B) except as disclosed in the Registration Statement or Statement, the Prospectus or such as would not haveand any Permitted Free Writing Prospectus, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the CompanyTransaction Entities, any of their respective subsidiaries or any Related Entity owns any real property other than the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectProperties; (C) all each of the leases ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the CompanyTransaction Entities and their respective subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectusone enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such Properties (taken as a whole) by either of the Transaction Entities, any of their respective subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any such ground lease, sublease or sub-sublease with respect to any of the Properties and none of the CompanyTransaction Entities, the Operating Partnership any of their respective subsidiaries or any Subsidiary Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such ground lease, sublease or sub-sublease and (2) none of the Transaction Entities, any of their respective subsidiaries or any Related Entity has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the CompanyTransaction Entities, the Operating Partnership any of their respective subsidiaries or any Subsidiary Related Entity under any of such leases the material ground leases, subleases or subleasessub-subleases mentioned above, or adversely affecting or questioning the rights of the CompanyTransaction Entities, the Operating Partnership any of their respective subsidiaries or such Subsidiary any Related Entity to the continued possession of the leased leased, subleased or sub-subleased premises under any such lease ground lease, sublease or sub-sublease; (D) except as all liens, charges, encumbrances, claims or restrictions on any of the Properties and the assets of either of the Transaction Entities, any of their respective subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectProspectus are disclosed therein; (E) except as disclosed in the Registration Statement Statement, the Prospectus and the any Permitted Free Writing Prospectus, each no tenant under any of the leases at the Properties or any other party has a right of first refusal, right of first offer or an option to purchase any of the Properties; (F) to the knowledge of the Transaction Entities, none of the Properties complies fails to comply with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases laws and deed restrictions or other covenantsregulations and laws relating to access to the Properties), except where if and to the failure extent disclosed in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and except for such failures to comply that would not havenot, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to havehave a Material Adverse Effect; (G) the mortgages and deeds of trust that encumber any of the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties; (H) none of the Transaction Entities, individually any of their respective subsidiaries or any Related Entity is in default under any of the leases governing the Properties and there is no event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default by either of the Transaction Entities, any of their respective subsidiaries or any Related Entity under any of such leases, except such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect; and (I) to the knowledge of the Transaction Entities, no lessee of any of the Properties is in default under any of the leases governing the Properties and there is no event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default by any lessee of any of the Properties under any of such leases.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, will have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liens, except as disclosed in the Registration Statement or Disclosure Package and the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement Disclosure Package and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement Disclosure Package and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or and any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the real property owned by them, and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed otherwise stated in the Registration Statement and the Prospectus are disclosed therein or (B) those which do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company, the Operating Partnership, any Subsidiary or the applicable joint venture. Each of the properties of any of the Company, the Operating Partnership or the Subsidiaries complies with all applicable codes and zoning laws and regulations except in any case where such non-compliance would not have a material adverse effect on the conditions, operations, prospects or earnings of the non-compliant property; and none of the Company, the Operating Partnership or any Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the Subsidiaries is size of, use of, improvements on, construction on, or access to the properties of any of the Company, the Operating Partnership or any Subsidiary except in default under any case where such Lien, except for such defaults that action or proceeding would not havehave a material adverse effect on the conditions, operations, prospects or reasonably be expected to have, individually or in earnings of the aggregate, a Material Adverse Effect; (C) all affected property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement and the ProspectusProspectus or as would not result in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or and any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the real property owned by them, and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed otherwise stated in the Registration Statement and the Prospectus are disclosed therein or (B) those which do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company, the Partnership, any Subsidiary or the applicable joint venture. Each of the properties of any of the Company, the Partnership or the Subsidiaries complies with all applicable codes and zoning laws and regulations, except in any case where such non-compliance would not have a material adverse effect on the conditions, operations, prospects or earnings of the non-compliant property; and none of the Company, the Operating Partnership or any Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the Subsidiaries is in default under size of, use of, improvements on, construction on, or access to the properties of any such Lienof the Company, the Partnership or any Subsidiary, except for in any case where such defaults that action or proceeding would not havehave a material adverse effect on the conditions, operations, prospects or reasonably be expected to have, individually or in earnings of the aggregate, a Material Adverse Effect; (C) all affected property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement and the ProspectusProspectus or as would not result singly or in the aggregate in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or and any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the real property owned by them, and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or Statement, the Disclosure Package and the Prospectus or such as would not have(B) those which do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed made of such property by the Company, the Operating Partnership, any Subsidiary or the applicable joint venture. Each of the properties of any of the Company, the Operating Partnership or the Subsidiaries complies with all applicable codes and zoning laws and regulations except in any case where such non-compliance would not have a material adverse effect on the Registration Statement and conditions, operations, prospects or earnings of the Prospectus are disclosed therein non-compliant property; and none of the Company, the Operating Partnership or any Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the Subsidiaries is size of, use of, improvements on, construction on, or access to the properties of any of the Company, the Operating Partnership or any Subsidiary except in default under any case where such Lien, except for such defaults that action or proceeding would not havehave a material adverse effect on the conditions, operations, prospects or reasonably be expected to have, individually or in earnings of the aggregate, a Material Adverse Effect; (C) all affected property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement Statement, the Disclosure Package and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement Statement, the Disclosure Package and the ProspectusProspectus or as would not result in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The CompanyTrust, the Operating Partnership or Partnership, the Subsidiaries or and any other subsidiary or joint venture in which the CompanyTrust, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the real property owned by them, and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or Statement, the General Disclosure Package and the Prospectus or such as would not have(B) those which do not, or reasonably be expected to have, individually singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Trust, the Operating Partnership, any Subsidiary or the applicable joint venture or would otherwise not have a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none . Except as would not have a Material Adverse Effect, each of the Companyproperties of any of the Trust, the Operating Partnership or any Subsidiary complies with all applicable codes and zoning laws and regulations; and none of the Subsidiaries is Trust, the Operating Partnership or any Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in default under any such Lienmanner affect the size of, except for such defaults that use of, improvements on, construction on, or access to the properties of any of the Trust, the Operating Partnership or any Subsidiary Except as would not have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (C) , all of the leases and subleases material to the business of the CompanyTrust, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the CompanyTrust, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and none of the CompanyTrust, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the CompanyTrust, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the CompanyTrust, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus or as would not result singly or in the aggregate in a Material Adverse Effect, none of no tenant under any lease to which the CompanyTrust, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the CompanyPartnership, the Operating Partnership or any Subsidiary owns an interest, as subsidiaries and the case may be, Property Partnerships have good and marketable fee simple title or leasehold title to all of the properties real property and related improvements and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or subsidiaries and the applicable subsidiary or joint venture (the “Properties”)Property Partnerships, respectively, and good title to all other properties owned by them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed otherwise stated in the Registration Statement and the Prospectus are disclosed therein or (B) those which do not, singly or in the aggregate, materially affect the value of such property and none do not interfere with the use made and proposed to be made of such property by the Company, the Operating Partnership Partnership, any subsidiary or any Property Partnership, as the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all case may be. All of the leases and subleases material to the business of the Company, the Operating Partnership Partnership, the subsidiaries and the Subsidiaries, taken Property Partnerships considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold subsidiary holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership Partnership, any subsidiary or any Subsidiary Property Partnership has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Partnership, any subsidiary or any Subsidiary Property Partnership under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership Partnership, such subsidiary or such Subsidiary to Property Partnership of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as . All material liens, charges, encumbrances, claims, restrictions on or affecting any of the Properties or Development Sites and the assets of the Company, the Operating Partnership, the subsidiaries or any Property Partnership which are required to be disclosed in the Registration Statement and the ProspectusProspectus are disclosed therein. No tenant under any of the leases, none of pursuant to which the Company, the Operating Partnership or the Subsidiaries is in violation of Partnership, any municipal, state or federal law, rule or regulation concerning the Properties subsidiary or any part thereof Property Partnership, as lessor, leases its Property, has an option or right of first refusal to purchase the premises demised under such lease, the exercise of which violation would havehave a Material Adverse Effect. Except as disclosed in the Registration Statement or Prospectus, or reasonably be expected each Property complies with all applicable codes, laws, regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to haveaccess to such Property), except for such failure to comply that would not, individually or in the aggregate, have a Material Adverse Effect; (E) except as disclosed . Neither the Company nor the Operating Partnership has knowledge of any pending or threatened condemnation proceeding, zoning change or other proceeding or action that will, in any material manner, affect the Registration Statement and the Prospectussize of, each of use of, improvements on, development of, construction on or access to, the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenantsthe Development Sites, except where the failure to comply such proceedings or actions that would not have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectAffect.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or any other subsidiary or joint venture ventures in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the properties and other assets owned or leased real property owned, as applicable, by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)ventures, respectively, and good title to all other properties owned by them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or the Prospectus or such as would not have(B) those which do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed in made of such property by the Registration Statement and Company, the Prospectus are disclosed therein and none Operating Partnership, the Subsidiaries or the applicable joint ventures. Each of the properties of any of the Company, the Operating Partnership or the Subsidiaries is complies with all applicable codes and zoning laws and regulations except in default under any case where such Lien, except for such defaults that non-compliance would not havehave a material adverse effect on the conditions, operations, prospects or earnings of the non-compliant property; and none of the Company, the Operating Partnership and the Subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or reasonably be expected access to havethe properties of any of the Company, individually the Operating Partnership and the Subsidiaries except in any case where such action or in proceeding would not have a material adverse effect on the aggregateconditions, a Material Adverse Effect; (C) all operations, prospects or earnings of the property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement and the ProspectusProspectus or as would not result in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or and, to the knowledge of the Company, any other subsidiary or joint venture that is not a Subsidiary, in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title to all of the real property owned by them, and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) such mortgages, pledges, liens, security interests, claims, restrictions or encumbrances in connection with mortgages entered into in the ordinary course consistent with past practice, (B) as disclosed otherwise stated in the Registration Statement or and the Prospectus or such as (C) those which would not have, or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of the properties of any of the Company, the Operating Partnership or the Subsidiaries complies with all applicable codes and zoning laws and regulations except in any case where such non-compliance would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or any Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the Subsidiaries is in default under any such Liensize of, except for such defaults that would not haveuse of, improvements on, construction on, or reasonably be expected access to havethe properties of any of the Company, the Operating Partnership or any Subsidiary except in any case where such action or proceeding would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (C) all . All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) , except as disclosed would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, except as described in the Registration Statement and the Prospectus, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of default under such lease, except for any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation defaults that would have, or reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or any of the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership Company or any Subsidiary of the Subsidiaries owns an interestinterest (each such joint venture being referred to as a “Related Entity”), as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, other than those that (1) are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (2) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company, any of the Subsidiaries or any Related Entity, (B) except as disclosed in the Registration Statement or Statement, the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement Pricing Disclosure Package and the Prospectus are disclosed therein and none of Prospectus, neither the Company, the Operating Partnership or any of the Subsidiaries is in default under or any such LienRelated Entity owns any real property other than the Properties, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all each of the leases ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the Company, the Operating Partnership Company and the Subsidiaries, taken considered as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectusone enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such Property by the Company nor any of the Subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the Company, any of the Operating Partnership Subsidiaries or any Subsidiary Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such ground lease, sublease or sub-sublease and (2) none of the Company, any of the Subsidiaries or any Related Entity has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, any of the Operating Partnership Subsidiaries or any Subsidiary Related Entity under any of such leases the ground leases, subleases or subleasessub-subleases mentioned above, or adversely affecting or questioning the rights of the Company, any of the Operating Partnership Subsidiaries or such Subsidiary any Related Entity to the continued possession of the leased leased, subleased or sub-subleased premises under any such lease ground lease, sublease or sub-sublease; , (D) except as all liens, charges, encumbrances, claims or restrictions on any of the Properties and the assets of the Company, any of the Subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipalProspectus are disclosed therein, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in no tenant under any of the Registration Statement and leases at the ProspectusProperties has a right of first refusal or an option to purchase the premises demised under such lease, (F) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases laws and deed restrictions or other covenantsregulations and laws relating to access to the Properties), except where if and to the failure extent disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and except for such failures to comply that would not havenot, or reasonably be expected to have, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, (G) the mortgages and deeds of trust that encumber certain of the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or could not result in a forfeiture or reversion of title; cross-collateralized with any property other than certain other Properties and (FH) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or any of the Subsidiaries has received from or any Governmental Authority Related Entity or, to the knowledge of the Company, any written notice lessee of any condemnation of or zoning change materially affecting the Properties or is in default under any part thereof, of the leases governing the Properties and none of the Company, the Operating Partnership or any of the Subsidiaries or any Related Entity knows of any such condemnation event which, whether with or zoning change which is threatened and which if consummated would havewithout the passage of time or the giving of notice, or reasonably be expected to haveboth, individually would constitute a default under any of such leases, except such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or any other subsidiary or joint venture ventures in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the properties and other assets owned or leased real property owned, as applicable, by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)ventures, respectively, and good title to all other properties owned by them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement Disclosure Package or the Prospectus or such as would not have(B) those which do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed in made of such property by the Registration Statement and Company, the Prospectus are disclosed therein and none Operating Partnership, the Subsidiaries or the applicable joint ventures. Each of the properties of any of the Company, the Operating Partnership or the Subsidiaries is complies with all applicable codes and zoning laws and regulations except in default under any case where such Lien, except for such defaults that non-compliance would not havehave a material adverse effect on the conditions, operations, prospects or earnings of the non-compliant property; and none of the Company, the Operating Partnership and the Subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or reasonably be expected access to havethe properties of any of the Company, individually the Operating Partnership and the Subsidiaries except in any case where such action or in proceeding would not have a material adverse effect on the aggregateconditions, a Material Adverse Effect; (C) all operations, prospects or earnings of the property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement and the ProspectusDisclosure Package, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement and the ProspectusDisclosure Package or as would not result in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. Except as otherwise disclosed in the Prospectus, and except as would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole: (Ai) The Company, each of the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have Company and its subsidiaries has good and marketable fee simple title or leasehold title to all properties and assets described in the Prospectus as owned by such party; (ii) all of the properties leases under which the Company or any of its subsidiaries holds or uses real property or assets as a lessee are in full force and other assets owned effect, and neither the Company nor any of its subsidiaries is in material default in respect of any of the terms or leased provisions of any of such leases and no claim has been asserted by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear anyone adverse to any such party’s rights as lessee under any of all Liens, except as disclosed in the Registration Statement or the Prospectus or such as would not haveleases, or reasonably be expected affecting or questioning any such party’s right to have, individually the continued possession or in use of the aggregate, a Material Adverse Effectleased property or assets under any such leases; (Biii) all Liens liens, charges, encumbrances, claims, or restrictions on or affecting the Properties properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none therein; (iv) neither the Company, any of its subsidiaries nor, to the knowledge of the Company, the Operating Partnership or the Subsidiaries any lessee of any portion of any such party’s properties is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material pursuant to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership Company or any of its subsidiaries leases its properties to third parties and neither the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none Company nor any of the Company, the Operating Partnership or any Subsidiary has any notice its subsidiaries knows of any material claim event which, but for the passage of any sort that has been asserted by anyone adverse to time or the rights giving of the Companynotice, the Operating Partnership or any Subsidiary both, would constitute a default under any of such leases; (v) no tenant under any lease pursuant to which the Company or any of its subsidiaries leases its properties has an option or subleases, or adversely affecting or questioning right of first refusal to purchase the rights of the Company, the Operating Partnership or such Subsidiary premises leased thereunder; (vi) to the continued possession best of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectusits knowledge, each of the Properties properties of the Company or any of its subsidiaries complies with all applicable codes and zoning laws, laws, ordinances, laws and regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (Fvii) except as disclosed neither the Company nor any of its subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the Registration Statement and size or use of, improvements or construction on or access to the Prospectus, none properties of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties Company or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.its subsidiaries;

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, will have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liens, except as disclosed in the Registration Statement or and the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries each of its subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries owns an interestinterest (each such joint venture being referred to as a “Related Entity”), as the case may be, have has good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, other than those that (1) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (2) do not, singly or in the aggregate, materially affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, any of its subsidiaries or any Related Entity; (B) except as disclosed in the Registration Statement or Statement, the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement General Disclosure Package and the Prospectus are disclosed therein and Prospectus, none of the Company, any of its subsidiaries or any Related Entity owns any real property other than the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectProperties; (C) all each of the leases ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the CompanyCompany and its subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectusone enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such Property by the Company, any of its subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the Company, the Operating Partnership any of its subsidiaries or any Subsidiary Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such ground lease, sublease or sub-sublease and (2) none of the Company, any of its subsidiaries or any Related Entity has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership any of its subsidiaries or any Subsidiary Related Entity under any of such leases the ground leases, subleases or subleasessub-subleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership any of its subsidiaries or such Subsidiary any Related Entity to the continued possession of the leased leased, subleased or sub-subleased premises under any such lease ground lease, sublease or sub-sublease; (D) all liens, charges, encumbrances, claims or restrictions on any of the properties (including the Properties), assets or operations of the Company, any of its subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement or the Prospectus are disclosed therein; (E) no tenant under any of the leases at the Properties has a right of first refusal or an option to purchase the premises demised under such lease, except as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (EF) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases laws and deed restrictions or other covenantsregulations and laws relating to access to the Properties), except where if and to the failure extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not havenot, or reasonably be expected to have, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect; (G) the mortgages and deeds of trust that encumber certain of the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or could not result in a forfeiture or reversion of titlecross-collateralized with any property other than certain other Properties; and (FH) except as disclosed in the Registration Statement and the Prospectus, none of the Company, any of its subsidiaries or any Related Entity or, to the Operating Partnership or knowledge of the Subsidiaries has received from Company, any Governmental Authority any written notice lessee of any condemnation of or zoning change materially affecting the Properties or is in default under any part thereof, of the leases governing the Properties and none of the Company, the Operating Partnership any of its subsidiaries or the Subsidiaries any Related Entity knows of any such condemnation event which, whether with or zoning change which is threatened and which if consummated would havewithout the passage of time or the giving of notice, or reasonably be expected to haveboth, individually would constitute a default under any of such leases, except such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or and any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the real property owned by them, and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or Statement, the Disclosure Package and the Prospectus or such as would not have(B) those which do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed made of such property by the Company, the Operating Partnership, any Subsidiary or the applicable joint venture. Each of the properties of any of the Company, the Operating Partnership or the Subsidiaries complies with all applicable codes and zoning laws and regulations except in any case where such non-compliance would not have a material adverse effect on the Registration Statement and conditions, operations, prospects or earnings of the Prospectus are disclosed therein non-compliant property; and none of the Company, the Operating Partnership or any Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the Subsidiaries is size of, use of, improvements on, construction on, or access to the properties of any of the Company, the Operating Partnership or any Subsidiary except in default under any case where such Lien, except for such defaults that action or proceeding would not havehave a material adverse effect on the conditions, operations, prospects or reasonably be expected to have, individually or in earnings of the aggregate, a Material Adverse Effect; (C) all affected property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement Statement, the Disclosure Package and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement Statement, the Disclosure Package and the ProspectusProspectus or as would not result singly or in the aggregate in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or any other subsidiary or joint venture ventures in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased real property owned, as applicable, by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)ventures, respectively, and good title to all other properties owned by them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or the Prospectus or such as would not have(B) those which do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed in made of such property by the Registration Statement and Company, the Prospectus are disclosed therein and none Operating Partnership, the Subsidiaries or the applicable joint ventures. Each of the properties of any of the Company, the Operating Partnership or the Subsidiaries is complies with all applicable codes and zoning laws and regulations except in default under any case where such Lien, except for such defaults that non-compliance would not havehave a material adverse effect on the conditions, operations, prospects or earnings of the non-compliant property; and none of the Company, the Operating Partnership and the Subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or reasonably be expected access to havethe properties of any of the Company, individually the Operating Partnership and the Subsidiaries except in any case where such action or in proceeding would not have a material adverse effect on the aggregateconditions, a Material Adverse Effect; (C) all operations, prospects or earnings of the property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement and the ProspectusProspectus or as would not result in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or and any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the real property owned by them, and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or Statement, the Disclosure Package and the Prospectus or such as would not have(B) those which do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed made of such property by the Company, the Operating Partnership, any Subsidiary or the applicable joint venture. Each of the properties of any of the Company, the Operating Partnership or the Subsidiaries complies with all applicable codes and zoning laws and regulations except in any case where such non‑compliance would not have a material adverse effect on the Registration Statement and conditions, operations, prospects or earnings of the Prospectus are disclosed therein non‑compliant property; and none of the Company, the Operating Partnership or any Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the Subsidiaries is size of, use of, improvements on, construction on, or access to the properties of any of the Company, the Operating Partnership or any Subsidiary except in default under any case where such Lien, except for such defaults that action or proceeding would not havehave a material adverse effect on the conditions, operations, prospects or reasonably be expected to have, individually or in earnings of the aggregate, a Material Adverse Effect; (C) all affected property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement Statement, the Disclosure Package and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement Statement, the Disclosure Package and the ProspectusProspectus or as would not result in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or and any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the real property owned by them, and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or Statement, the Disclosure Package and the Prospectus or (B) such as would not havehave a Material Adverse Effect. Each of the properties of the Company, the Operating Partnership or reasonably be expected to have, individually or the Subsidiaries complies with all applicable codes and zoning laws and regulations except in the aggregate, any case where such non‑compliance would not have a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such LienSubsidiary has knowledge of any pending or threatened condemnation, except for such defaults zoning change or other proceeding or action that would not havein any manner affect the size of, use of, improvements on, construction on, or reasonably be expected access to havethe properties of any of the Company, individually the Operating Partnership or any Subsidiary except in the aggregate, any case where such action or proceeding would not have a Material Adverse Effect; (C) all Effect on the conditions, operations, prospects or earnings of the affected property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement Statement, the Disclosure Package and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement Statement, the Disclosure Package and the ProspectusProspectus or as would not result singly or in the aggregate in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. Except as otherwise disclosed in the Prospectus, and except as would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole: (Ai) The Company, each of the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have Company and its subsidiaries has good and marketable fee simple title or leasehold title to all properties and assets described in the Prospectus as owned by such party; (ii) all of the properties leases under which the Company or any of its subsidiaries holds or uses real property or assets as a lessee are in full force and other assets owned effect, and neither the Company nor any of its subsidiaries is in material default in respect of any of the terms or leased provisions of any of such leases and no claim has been asserted by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear anyone adverse to any such party's rights as lessee under any of all Liens, except as disclosed in the Registration Statement or the Prospectus or such as would not haveleases, or reasonably be expected affecting or questioning any such party's right to have, individually the continued possession or in use of the aggregate, a Material Adverse Effectleased property or assets under any such leases; (Biii) all Liens liens, charges, encumbrances, claims, or restrictions on or affecting the Properties properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none therein; (iv) neither the Company, any of its subsidiaries nor, to the knowledge of the Company, the Operating Partnership or the Subsidiaries any lessee of any portion of any such party's properties is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material pursuant to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership Company or any of its subsidiaries leases its properties to third parties and neither the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none Company nor any of the Company, the Operating Partnership or any Subsidiary has any notice its subsidiaries knows of any material claim event which, but for the passage of any sort that has been asserted by anyone adverse to time or the rights giving of the Companynotice, the Operating Partnership or any Subsidiary both, would constitute a default under any of such leases; (v) no tenant under any lease pursuant to which the Company or any of its subsidiaries leases its properties has an option or subleases, or adversely affecting or questioning right of first refusal to purchase the rights of the Company, the Operating Partnership or such Subsidiary premises leased thereunder; (vi) to the continued possession best of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectusits knowledge, each of the Properties properties of the Company or any of its subsidiaries complies with all applicable codes and zoning laws, laws, ordinances, laws and regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (Fvii) except as disclosed neither the Company nor any of its subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the Registration Statement and size or use of, improvements or construction on or access to the Prospectus, none properties of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties Company or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.its subsidiaries;

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or each of its subsidiaries and any other subsidiary or joint venture ventures in which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries owns an interest, as the case may be, have good and marketable fee simple title or leasehold title, as the case may be, to all real property owned or leased, as applicable, by the Company or its subsidiaries or the applicable joint venture, respectively, and good title to all of the other properties owned by them, and any improvements thereon and all other assets owned or leased by that are required for the Company, operation of such properties in the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), manner in each casewhich they currently are operated, free and clear of all Liensliens, encumbrances, claims, security interests and defects, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectare Permitted Encumbrances (as defined below); (B) all Liens material liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of any of the Company or its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest that are required to be disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus are disclosed therein and none therein; (C) each of the CompanyProperties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Registration Statement, the Operating Partnership or General Disclosure Package and the Subsidiaries is in default under any such Lien, Prospectus and except for such defaults failures to comply that would not have, or reasonably be expected to have, individually or in the aggregate, aggregate have a Material Adverse Effect; (CD) all there are in effect for the assets of the Company and its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest, insurance policies covering the risks and in amounts that are commercially reasonable for the types of assets owned by them and that are consistent with the types and amounts of insurance typically maintained by prudent owners of properties similar to such assets in the markets in which such assets are located, and neither the Company nor any of its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest has received from any insurance company notice of any material defects or deficiencies affecting the insurability of any such assets or any notices of cancellation or intent to cancel any such policies; and (E) neither the Company nor the Operating Partnership has any knowledge of any pending or threatened litigation, moratorium, condemnation proceedings, zoning change, or other similar proceeding or action that could in any manner affect the size of, use of, improvements on, construction on, access to or availability of utilities or other necessary services to the Properties, except such proceedings or actions that would not have a Material Adverse Effect. All of the leases and subleases material to the business of the Company, the Operating Partnership Company and the Subsidiaries, taken its subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold properties its subsidiaries holds Properties described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and none neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.or

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or and any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the real property owned by them and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or Statement, the Disclosure Package and the Prospectus or such as would not have(B) those which do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed made of such property by the Company, the Operating Partnership, any Subsidiary or the applicable joint venture. Each of the properties of any of the Company, the Operating Partnership or the Subsidiaries complies with all applicable codes and zoning laws and regulations except in any case where such non-compliance would not have a material adverse effect on the Registration Statement and conditions, operations, prospects or earnings of the Prospectus are disclosed therein non-compliant property; and none of the Company, the Operating Partnership or any Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the Subsidiaries is in default under size of, use of, improvements on, construction on, or access to the properties of any such Lienof the Company, the Operating Partnership or any Subsidiary, except for in any case where such defaults that action or proceeding would not havehave a material adverse effect on the conditions, operations, prospects or reasonably be expected to have, individually or in earnings of the aggregate, a Material Adverse Effect; (C) all affected property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement Statement, the Disclosure Package and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement Statement, the Disclosure Package and the ProspectusProspectus or as would not result in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The Company, subsidiaries of the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, Company have good and marketable fee simple title insurable fee, easement or leasehold title to all of real property owned by them, and the properties Company and its subsidiaries have good title to all other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liens, except as disclosed in where the Registration Statement or the Prospectus or failure to hold such as title would not have, or reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect; , and such properties are free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (Ba) all Liens on or affecting the Properties that such as are required to be disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, (b) liens for taxes not yet due and payable, (c) in the case of personal property located at certain real property, such as are disclosed therein and none subject to purchase money, equipment lease or similar financing arrangements which have been entered into in the ordinary course of the Companybusiness with an aggregate amount not in excess of $5 million or (d) those which do not, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually singly or in the aggregate, have a Material Adverse Effect; (C) all . All of the leases and subleases material to the business of the CompanyCompany and its subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold its subsidiaries holds properties described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and none of neither the Company, the Operating Partnership or Company nor any Subsidiary subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Company or any Subsidiary subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement sublease and the Prospectusthat would, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually singly or in the aggregate, have a Material Adverse Effect; . Except for leases and subleases in effect on the date hereof, no person has any possessory interest in any property of the Company or right to occupy the same except under and pursuant to (Ei) except as disclosed the provisions of such leases, (ii) licenses entered into by the Company or a subsidiary in the Registration Statement ordinary course of its business or (iii) liens, claims, encumbrances and the Prospectusrestrictions described above, each of the Properties complies with all applicable zoning lawsand except for such interests and rights that would not, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Title to Property. Except as otherwise disclosed in the Disclosure Package and the Final Prospectus, and except as would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole: (Ai) The Company, each of the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have Company and its subsidiaries has good and marketable fee simple title or leasehold title to all properties and assets described in the Disclosure Package and the Final Prospectus as owned by such party; (ii) all of the properties leases under which the Company or any of its subsidiaries holds or uses real property or assets as a lessee are in full force and other assets owned effect, and neither the Company nor any of its subsidiaries is in material default in respect of any of the terms or leased provisions of any of such leases and no claim has been asserted by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear anyone adverse to any such party’s rights as lessee under any of all Liens, except as disclosed in the Registration Statement or the Prospectus or such as would not haveleases, or reasonably be expected affecting or questioning any such party’s right to have, individually the continued possession or in use of the aggregate, a Material Adverse Effectleased property or assets under any such leases; (Biii) all Liens liens, charges, encumbrances, claims, or restrictions on or affecting the Properties properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement Disclosure Package and the Final Prospectus are disclosed therein and none therein; (iv) neither the Company, any of its subsidiaries nor, to the knowledge of the Company, the Operating Partnership or the Subsidiaries any lessee of any portion of any such party’s properties is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material pursuant to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership Company or any of its subsidiaries leases its properties to third parties and neither the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none Company nor any of the Company, the Operating Partnership or any Subsidiary has any notice its subsidiaries knows of any material claim event which, but for the passage of any sort that has been asserted by anyone adverse to time or the rights giving of the Companynotice, the Operating Partnership or any Subsidiary both, would constitute a default under any of such leases; (v) no tenant under any lease pursuant to which the Company or any of its subsidiaries leases its properties has an option or subleases, or adversely affecting or questioning right of first refusal to purchase the rights of the Company, the Operating Partnership or such Subsidiary premises leased thereunder; (vi) to the continued possession best of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectusits knowledge, each of the Properties properties of the Company or any of its subsidiaries complies with all applicable codes and zoning laws, laws, ordinances, laws and regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (Fvii) except as disclosed neither the Company nor any of its subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the Registration Statement and size or use of, improvements or construction on or access to the Prospectus, none properties of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties Company or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectits subsidiaries.

Title to Property. (Aa) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interestEntities, as the case may be, have has good and marketable fee simple title or leasehold title to all items of the properties and other assets real property owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, case free and clear of all Liensliens, except as disclosed encumbrances, claims, security interests and defects, other than those referred to in the Registration Statement or the Prospectus or such as would which are not havematerial in amount; (b) all liens, charges, encumbrances, claims, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens restrictions on or affecting the Properties that properties and assets owned by the Operating Partnership or any of the Subsidiary Entities which are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecttherein; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (Dc) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or any of the Subsidiaries Subsidiary Entities, or, to the best of the knowledge of the Company and the Operating Partnership, any lessee under a lease relating to any of the Properties, is in violation default under any of the leases relating to the Properties and neither the Company nor the Operating Partnership knows of any municipalevent which, state but for the passage of time or federal law, rule or regulation concerning the Properties or any part thereof which violation would havegiving of notice, or reasonably be expected to haveboth, individually or in the aggregate, would constitute a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each default under any of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenantssuch leases, except where the failure to comply such defaults that would not havehave a material adverse effect on the condition, financial or otherwise, or reasonably be expected to haveon the earnings, individually business affairs or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none business prospects of the Company, the Operating Partnership and the Subsidiary Entities considered as one enterprise; (d) no tenant under any of the leases pursuant to which the Company, the Operating Partnership or any of the Subsidiaries Subsidiary Entities leases any of its real property or improvements has received from any Governmental Authority any written notice an option to purchase the premises demised under such lease; (e) each of any condemnation of or zoning change materially affecting the Properties is in compliance with all applicable codes and zoning laws and regulations, except for such failures to comply which would not individually or any part thereofin the aggregate have a material adverse effect on the condition, and none financial or otherwise, or on the earnings, business affairs or business prospects of the Company, the Operating Partnership or and the Subsidiaries knows Subsidiary Entities considered as one enterprise; and (f) neither the Company nor the Operating Partnership has knowledge of any such condemnation pending or threatened condemnation, zoning change which is threatened and which if consummated would havechange, or reasonably be expected other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or access to havethe Properties, individually except such proceedings or in actions that would not have a material adverse effect on the aggregatecondition, a Material Adverse Effectfinancial or otherwise, or on the earnings, business affairs or business prospects of the Company, the Operating Partnership and the Subsidiary Entities considered as one enterprise.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries each of its subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries owns an interestinterest (each such joint venture being referred to as a “Related Entity”), as the case may be, have has good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, other than those that (1) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (2) do not, singly or in the aggregate, materially affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Company, any of its subsidiaries or any Related Entity; (B) except as disclosed in the Registration Statement or Statement, the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement General Disclosure Package and the Prospectus are disclosed therein and Prospectus, none of the Company, any of its subsidiaries or any Related Entity owns any material real property other than the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectProperties; (C) all each of the leases ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the CompanyCompany and its subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectusone enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such Property by the Company, any of its subsidiaries or any Related Entity, and (1) no material default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the Company, the Operating Partnership any of its subsidiaries or any Subsidiary Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such ground lease, sublease or sub-sublease and (2) none of the Company, any of its subsidiaries or any Related Entity has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership any of its subsidiaries or any Subsidiary Related Entity under any of such leases the ground leases, subleases or subleasessub-subleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership any of its subsidiaries or such Subsidiary any Related Entity to the continued possession of the leased leased, subleased or sub-subleased premises under any such lease ground lease, sublease or sub-sublease; (D) all liens, charges, encumbrances, claims or restrictions on any of the properties (including the Properties), assets or operations of the Company, any of its subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement or the Prospectus are disclosed therein; (E) no tenant under any of the leases at the Properties has a right of first refusal or an option to purchase the premises demised under such lease, except as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (EF) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases laws and deed restrictions or other covenantsregulations and laws relating to access to the Properties), except where if and to the failure extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not havenot, or reasonably be expected to have, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect; (G) the mortgages and deeds of trust that encumber certain of the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or could not result in a forfeiture or reversion of titlecross-collateralized with any property other than certain other Properties; and (FH) except as disclosed in the Registration Statement and the Prospectus, none of the Company, any of its subsidiaries or any Related Entity or, to the Operating Partnership or knowledge of the Subsidiaries has received from Company, any Governmental Authority any written notice lessee of any condemnation of or zoning change materially affecting the Properties or is currently in default under any part thereof, of the leases governing the Properties and none of the Company, the Operating Partnership any of its subsidiaries or the Subsidiaries any Related Entity knows of any such condemnation event which, whether with or zoning change which is threatened and which if consummated would havewithout the passage of time or the giving of notice, or reasonably be expected to haveboth, individually would constitute a default under any of such leases, except such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect.

Title to Property. (A) The CompanyTransaction Entities, the Operating Partnership or any of the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership Transaction Entities or any Subsidiary of the Subsidiaries owns an interestinterest (each such joint venture being referred to as a “Related Entity”), as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, other than those that (1) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (2) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Transaction Entities, any of the Subsidiaries or any Related Entity, (B) except as disclosed in the Registration Statement or Statement, the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement General Disclosure Package and the Prospectus are disclosed therein and none Prospectus, neither the Transaction Entities, any of the CompanySubsidiaries or any Related Entity owns any real property other than the Properties, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all each of the leases ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the Company, the Operating Partnership Transaction Entities and the Subsidiaries, taken considered as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectusone enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such Property by the Transaction Entities nor, any of the Subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the CompanyTransaction Entities, any of the Operating Partnership Subsidiaries or any Subsidiary Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such ground lease, sublease or sub-sublease and (2) none of the Transaction Entities, any of the Subsidiaries or any Related Entity has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the CompanyTransaction Entities, any of the Operating Partnership Subsidiaries or any Subsidiary Related Entity under any of such leases the ground leases, subleases or subleasessub-subleases mentioned above, or adversely affecting or questioning the rights of the CompanyTransaction Entities, any of the Operating Partnership Subsidiaries or such Subsidiary any Related Entity to the continued possession of the leased leased, subleased or sub-subleased premises under any such lease ground lease, sublease or sub-sublease; , (D) except as all liens, charges, encumbrances, claims or restrictions on any of the Properties and the assets of the Transaction Entities, any of the Subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipalProspectus are disclosed therein, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in no tenant under any of the Registration Statement and leases at the ProspectusProperties has a right of first refusal or an option to purchase the premises demised under such lease, (F) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases laws and deed restrictions or other covenantsregulations and laws relating to access to the Properties), except where if and to the failure extent disclosed in the Registration Statement, the General Disclosure Package or the Prospectus and except for such failures to comply that would not havenot, or reasonably be expected to have, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect, (G) the mortgages and deeds of trust that encumber certain of the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or could not result in a forfeiture or reversion of title; cross-collateralized with any property other than certain other Properties and (FH) except as disclosed in the Registration Statement and the Prospectus, none of the CompanyTransaction Entities, the Operating Partnership or any of the Subsidiaries has received from or any Governmental Authority Related Entity or, to the knowledge of either of the Transaction Entities, any written notice lessee of any condemnation of or zoning change materially affecting the Properties or is in default under any part thereof, of the leases governing the Properties and none of the CompanyTransaction Entities, the Operating Partnership or any of the Subsidiaries or any Related Entity knows of any such condemnation event which, whether with or zoning change which is threatened and which if consummated would havewithout the passage of time or the giving of notice, or reasonably be expected to haveboth, individually would constitute a default under any of such leases, except such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect.

Title to Property. (A) The CompanyNeither Company nor any of its subsidiaries owns, the Operating Partnership or the Subsidiaries nor has Company or any other subsidiary or joint venture in which the Companyof its subsidiaries previously owned, the Operating Partnership or any Subsidiary owns an interest, as the case may be, real property. Company and each of its subsidiaries have good and marketable fee simple title to, or valid leasehold title to interests in, all of the their material properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each caseassets, free and clear of all LiensEncumbrances except liens for taxes or other governmental charges or levies not yet due and payable and such liens or other imperfections of title, except if any, as disclosed in do not materially detract from the Registration Statement value of or interfere with the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none present use of the Company, the Operating Partnership property affected thereby. All leases or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected subleases pursuant to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold properties described its subsidiaries lease from others (i) real property or (ii) personal property which require annual payments in the Registration Statement excess of $100,000 with respect to each personal property lease or sublease or related leases and the Prospectussubleases, are set forth in Section 2.13 of the Company Schedule (the "Company Leases"). Company has delivered to Parent full and complete copies of all Company Leases as amended to date. Each of the Company Leases is in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed effect in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies accordance with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenantstheir respective terms, except where the failure to comply so be in full force and effect would not have, or reasonably be expected to havematerially interfere with the ability of Company to use the property subject to such lease for the purpose for which it is intended, individually and there is not, under any of such leases, any existing default or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion event of title; and default (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none event which with notice or lapse of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would havetime, or both, would constitute a default or event of default) of Company or any of its subsidiaries or, to Company's knowledge, any other party, except for such defaults or events of default that would not reasonably be expected to havematerially interfere with the ability of Company to use the property subject to such lease for the purpose for which it is intended. All the plants, individually structures and equipment of Company and its subsidiaries, except such as may be under construction, are in good operating condition and repair, in all material respects. There are no existing Contracts with any person to acquire any assets or in the aggregate, a Material Adverse Effectproperty of Company (or any interest therein) except for this Agreement.

Title to Property. (A) The CompanyOperating Partnership, the Operating Partnership or any of the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary of the Subsidiaries owns an interestinterest (each such joint venture being referred to as a “Related Entity”), as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, other than those that (1) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (2) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Operating Partnership, any of the Subsidiaries or any Related Entity; (B) except as disclosed in the Registration Statement or Statement, the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement General Disclosure Package and the Prospectus are disclosed therein and none of the CompanyProspectus, neither the Operating Partnership or nor any of the Subsidiaries is in default under or any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in Related Entity owns any real property other than the aggregate, a Material Adverse EffectProperties; (C) all each of the leases ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the Company, the Operating Partnership and the Subsidiaries, taken considered as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectusone enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such Property by the Operating Partnership, any of the Subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the CompanyOperating Partnership, any of the Subsidiaries or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such ground lease, sublease or sub-sublease and (2) none of the Operating Partnership Partnership, any of the Subsidiaries or any Subsidiary Related Entity has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the CompanyOperating Partnership, any of the Operating Partnership Subsidiaries or any Subsidiary Related Entity under any of such leases the ground leases, subleases or subleasessub-subleases mentioned above, or adversely affecting or questioning the rights of the CompanyOperating Partnership, any of the Operating Partnership Subsidiaries or such Subsidiary any Related Entity to the continued possession of the leased leased, subleased or sub-subleased premises under any such lease ground lease, sublease or sub-sublease; (D) except as all liens, charges, encumbrances, claims or restrictions on any of the Properties and the assets of the Operating Partnership, any of the Subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectProspectus are disclosed therein; (E) except as disclosed in no tenant under any of the Registration Statement and leases at the Prospectus, Properties has a right of first refusal or an option to purchase the premises demised under such lease; (F) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases laws and deed restrictions or other covenantsregulations and laws relating to access to the Properties), except where if and to the failure extent disclosed in the Registration Statement, the General Disclosure Package or the Prospectus and except for such failures to comply that would not havenot, or reasonably be expected to have, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect; (G) the mortgages and deeds of trust that encumber certain of the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or could not result in a forfeiture or reversion of titlecross-collateralized with any property other than certain other Properties; and (FH) except as disclosed in the Registration Statement and the Prospectus, none of the CompanyOperating Partnership, any of the Subsidiaries or any Related Entity or, to the knowledge of the Operating Partnership or the Subsidiaries has received from Partnership, any Governmental Authority any written notice lessee of any condemnation of or zoning change materially affecting the Properties or is in default under any part thereof, of the leases governing the Properties and none of the CompanyOperating Partnership, the Operating Partnership or any of the Subsidiaries or any Related Entity knows of any such condemnation event which, whether with or zoning change which is threatened and which if consummated would havewithout the passage of time or the giving of notice, or reasonably be expected to haveboth, individually would constitute a default under any of such leases, except such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (collectively, the “Properties”), in each case, free and clear of all Liens, except as disclosed in the Registration Statement Disclosure Package or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement Disclosure Package and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement Disclosure Package and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. (A) The CompanySubsidiary has good and insurable fee title to the Initial Properties, and the Operating Partnership or Company and the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title to all of the other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (a) such as disclosed are described in the Registration Statement or Prospectus, (b) liens for taxes not yet due and payable, (c) in the Prospectus or case of personal property located at certain real property, such as would are subject to purchase money, equipment lease or similar financing arrangements which have been entered into in the ordinary course of business with an aggregate amount not havein excess of $5 million or (d) those which do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect; (B) all Liens on giving effect to applicable title insurance, materially and adversely affect the value of such property or affecting materially interfere with the Properties that are required use currently made and proposed to be disclosed made of such property by the Company or the Subsidiary as described in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all Prospectus. All of the leases and subleases material to the business of the Company, the Operating Partnership Company and the SubsidiariesSubsidiary, taken considered as a wholeone enterprise, and under which the Company, Company or the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of neither the Company, Company nor the Operating Partnership or any Subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, Company or the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, Company or the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; . The Initial Properties are not subject to any leases other than the leases listed on Schedule F hereto, and no Person has any possessory interest in any Initial Property or right to occupy the same except under and pursuant to (Di) except as disclosed in the Registration Statement and the Prospectusprovisions of such leases, none of (ii) licenses entered into by the Company, the Operating Partnership Subsidiary or the Subsidiaries is in violation of any municipal, state HRPT or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or its subsidiaries in the aggregateordinary course of their business or (iii) liens, a Material Adverse Effect; (E) except as disclosed in the Registration Statement claims, encumbrances and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectdescribed above.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or any other subsidiary or joint venture ventures in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased real property owned, as applicable, by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)ventures, respectively, and good title to all other properties owned by them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or the Prospectus or such as would not have(B) those which do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed in made of such property by the Registration Statement and Company, the Prospectus are disclosed therein and none Operating Partnership, the Subsidiaries or the applicable joint ventures. Each of the properties of any of the Company, the Operating Partnership or the Subsidiaries is complies with all applicable codes and zoning laws and regulations except in default under any case where such Lien, except for such defaults that non-compliance would not havehave a material adverse effect on the conditions, operations, prospects or earnings of the non-compliant property; and none of the Company, the Operating Partnership and the Subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or reasonably be expected access to havethe properties of any of the Company, individually the Operating Partnership and the Subsidiaries except in any case where such action or in proceeding would not have a material adverse effect on the aggregateconditions, a Material Adverse Effect; (C) all operations, prospects or earnings of the property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement and the ProspectusProspectus or as would not result in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary lease any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, ’s subsidiaries have good and marketable fee simple title insurable fee, easement or leasehold (as applicable) title to the Properties and the Company and its subsidiaries have good title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liens, except as disclosed in where the Registration Statement or the Prospectus or failure to hold such as title would not have, or reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect; , and the Properties are free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) such as are described in the Registration Statement, the General Disclosure Package and the Prospectus, (B) all Liens on or affecting the Properties that are required to be disclosed liens for taxes not yet due and payable, (C) in the Registration Statement and case of personal property located at certain real property, such as are subject to purchase money, equipment lease or similar financing arrangements which have been entered into in the Prospectus are disclosed therein and none ordinary course of the Companybusiness with an aggregate amount not in excess of $5 million or (D) those which do not, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually singly or in the aggregate, giving effect to applicable title insurance, have a Material Adverse Effect; (C) all . All of the leases and subleases material to the business of the CompanyCompany and its subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold its subsidiaries holds properties described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and none neither the Company nor any of the Company, the Operating Partnership or its subsidiaries has received any Subsidiary has any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership Company or such Subsidiary any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement sublease and the Prospectusthat would singly, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; . Except for leases and subleases in effect on the date hereof, no person has any possessory interest in any Property or right to occupy the same except under and pursuant to (Ei) except as disclosed licenses or easements entered into by the Company or a subsidiary or any predecessor thereof, in the Registration Statement ordinary course of its business or (ii) liens, claims, encumbrances and restrictions described above, and except for the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases interests and deed restrictions or other covenants, except where the failure to comply rights as would not havesingly, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Title to Property. (Aa) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interestits subsidiaries, as the case may be, have has good and marketable fee simple title or leasehold title to all items of the properties and other assets real property owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, case free and clear of all Liensliens, except as disclosed encumbrances, claims, security interests and defects, other than those referred to in the Registration Statement Prospectus, mortgages on real property, and those that would not have a material adverse effect on the condition, financial or otherwise, or the Prospectus earnings, business affairs or such business prospects the Company and its subsidiaries considered as would not haveone enterprise or of the Operating Partnership and its subsidiaries considered as one enterprise; (b) all liens, charges, encumbrances, claims, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens restrictions on or affecting the Properties that properties and assets owned by the Operating Partnership or any of its subsidiaries which are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and therein; (c) except as disclosed in the Prospectus, none of the Company, Company or the Operating Partnership or , or, to the Subsidiaries best of the knowledge of the Company and the Operating Partnership, any lessee under a lease relating to any of the Properties, is in default under any of the leases relating to the Properties and the Operating Partnership does not know of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such Lienleases, except for such defaults that would not havehave a material adverse effect on the condition, financial or otherwise, or reasonably be expected to haveon the earnings, individually business affairs or in business prospects the aggregate, a Material Adverse Effect; (C) all Company and its subsidiaries considered as one enterprise or of the leases and subleases material to the business of the Company, the Operating Partnership and its subsidiaries considered as one enterprise; (d) no tenant under any of the Subsidiaries, taken as a whole, and under leases pursuant to which the Company, the Operating Partnership or any of their respective subsidiaries leases any of its real property or improvements has an option to purchase the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none premises demised under such lease; (e) each of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries Properties is in violation of any municipalcompliance with all applicable codes and zoning laws and regulations, state or federal law, rule or regulation concerning the Properties or any part thereof except for such failures to comply which violation would have, or reasonably be expected to have, not individually or in the aggregateaggregate have a material adverse effect on the condition, a Material Adverse Effect; (E) except as disclosed in financial or otherwise, or on the Registration Statement and the Prospectusearnings, each business affairs or business prospects of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases Operating Partnership and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of titleits subsidiaries considered as one enterprise; and (Ff) except as disclosed in neither the Registration Statement and the Prospectus, none of the Company, Company nor the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice knowledge of any condemnation of pending or threatened condemnation, zoning change materially affecting change, or other proceeding or action, except such proceedings or actions that would not have a material adverse effect on the Properties condition, financial or any part thereofotherwise, and none or on the earnings, business affairs or business prospects of the Company, Company and its subsidiaries considered as one enterprise or the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectits subsidiaries considered as one enterprise.

Title to Property. (A) The CompanyCompany does not own or hold, directly or indirectly, any real property, other than the Operating Partnership or the Properties. The Company and/or its Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, Properties free and clear of all Liens, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the Permitted Liens. All leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold properties described Subsidiary has a leasehold interest in the Registration Statement and the Prospectus, Properties are in full force and effect, and none of neither the Company, the Operating Partnership or Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Company or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership Company or such Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as . All liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of the Company and any Subsidiary which are required to be disclosed in the Registration Statement and the Prospectus, none Company SEC Reports are disclosed therein. No tenant under any of the Companyleases, pursuant to which the Company or any Subsidiary, as lessor, leases its Property, has an option or right of first refusal to purchase the premises demised under such lease, the Operating Partnership or the Subsidiaries is in violation exercise of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (E) except as disclosed in . To the Registration Statement and best of the ProspectusCompany's knowledge, each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases laws and deed restrictions or other covenantsregulations and laws relating to access to the Properties), except where the failure for such failures to comply that would not have, or reasonably be expected to have, individually or in the aggregate, aggregate have a Material Adverse Effect or could not result in a forfeiture or reversion of title; Effect. There are no pending and (F) except as disclosed in the Registration Statement and the Prospectus, none of to the Company's knowledge, no threatened, condemnation proceeding, zoning change, or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on or access to, the Operating Partnership Properties, except such proceedings or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated actions that would have, or reasonably be expected to have, not individually or in the aggregate, aggregate have a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have (or will have in relation to each Duke Property upon the respective closing of the Duke Acquisition with respect to each such Duke Property) good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Existing Properties” and, together with the Duke Properties, the “Properties”), in each case, free and clear of all Liens, except as disclosed in the Registration Statement Disclosure Package, the Prospectus or the Prospectus Duke Transaction Agreements or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement Disclosure Package and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement Disclosure Package and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or any other subsidiary or joint venture ventures in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased real property owned, as applicable, by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)ventures, respectively, and good title to all other properties owned by them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or the Prospectus or such as would not have(B) those which do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed in made of such property by the Registration Statement and Company, the Prospectus are disclosed therein and none Operating Partnership, the Subsidiaries or the applicable joint ventures. Each of the properties of any of the Company, the Operating Partnership or the Subsidiaries is complies with all applicable codes and zoning laws and regulations except in default under any case where such Lien, except for such defaults that non-compliance would not have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on the conditions, operations, prospects or earnings of the non-compliant property; (C) all and none of the Company, the Operating Partnership and the Subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or access to the properties of any of the Company, the Operating Partnership and the Subsidiaries except in any case where such action or proceeding would not have a Material Adverse Effect on the conditions, operations, prospects or earnings of the property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement and the ProspectusProspectus or as would not result in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, Company and its subsidiaries have good and marketable title in fee simple title or leasehold to all real property owned by any of them (if any) and good title to all of the other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)any of them, in each case, free and clear of all Liens, Liens except such as disclosed (A) are described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus or such as would not have, or reasonably be expected to have(B) are not, individually or in the aggregate, material to the Company and its subsidiaries taken as a Material Adverse Effect; (B) all Liens on or affecting the Properties that whole, are not required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the CompanyStatement, the Operating Partnership Pre-Pricing Prospectus or the Subsidiaries is in default under any such LienProspectus, except for such defaults that would not have, or reasonably be expected to havedo not, individually or in the aggregate, a Material Adverse Effectmaterially affect the value of such property; (C) all of the leases real property, buildings and subleases other improvements material to the business of the CompanyCompany and its subsidiaries taken as a whole held under lease or sublease by the Company or any of its subsidiaries is held by them under valid, subsisting and enforceable leases or subleases, as the Operating Partnership case may be, with, solely in the case of leases or subleases relating to real property, buildings or other improvements, such exceptions as are not material to the business of the Company and the Subsidiaries, its subsidiaries taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement all such leases and the Prospectus, subleases are in full force and effect, except where such failure would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and none neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries under any of such the leases or subleases, subleases mentioned above or adversely affecting or questioning the rights of the Company, the Operating Partnership Company or such Subsidiary any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in to the Registration Statement and the Prospectus, none continued use of the Companyleased or subleased equipment or other property except for such claims that, if successfully asserted against the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties Company or any part thereof which violation of its subsidiaries, would have, or reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. (A) The Company, subsidiaries of the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, Company have good and marketable fee simple title insurable fee, easement or leasehold title to all of real property owned by them and the properties Company and its subsidiaries have good title to all other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liens, except as disclosed in where the Registration Statement or the Prospectus or failure to hold such as title would not have, or reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect; , and such properties are free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (Ba) all Liens on or affecting the Properties that such as are required to be disclosed described in the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, (b) liens for taxes not yet due and payable, (c) in the case of personal property located at certain real property, such as are disclosed therein and none subject to purchase money, equipment lease or similar financing arrangements which have been entered into in the ordinary course of the Companybusiness with an aggregate amount not in excess of $5 million or (d) those which do not, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually singly or in the aggregate, have a Material Adverse Effect; (C) all . All of the leases and subleases material to the business of the CompanyCompany and its subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold its subsidiaries holds properties described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and none of neither the Company, the Operating Partnership or Company nor any Subsidiary subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Company or any Subsidiary subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement sublease and the Prospectusthat would, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually singly or in the aggregate, have a Material Adverse Effect; . Except for leases and subleases in effect on the date hereof, no person has any possessory interest in any property of the Company or right to occupy the same except under and pursuant to (Ei) except as disclosed the provisions of such leases, (ii) licenses entered into by the Company or a subsidiary in the Registration Statement ordinary course of its business or (iii) liens, claims, encumbrances and the Prospectusrestrictions described above, each of the Properties complies with all applicable zoning lawsand except for such interests and rights that would not, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or a subsidiary thereof has (or will have, in relation to the Subsidiaries or any other subsidiary or joint venture in which Target Properties, upon consummation of the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have Acquisition) good and marketable title (fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)or, in the case of ground leases and as disclosed in the General Disclosure Package and the Prospectus, leasehold) to each caseProperty, free and clear of all Liensmortgages, pledges, liens, claims, security interests, restrictions or encumbrances of any kind, except such as disclosed (1) are described in the Registration Statement or General Disclosure Package and the Prospectus or such as would not have(2) do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effectmaterially affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Transaction Entities or any of their subsidiaries; (B) all Liens on or affecting neither the Properties that are required to be disclosed in Transaction Entities nor any of their subsidiaries owns any real property other than the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectExisting Company Properties; (C) all each of the ground leases and subleases of real property, if any, material to the business of the CompanyTransaction Entities and their subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a wholeone enterprise, and under which the Company, the Operating Partnership Transaction Entities or any of the Subsidiaries hold their subsidiaries holds properties described in the Registration Statement General Disclosure Package and the Prospectus, are is in full force and effect, with such exceptions as are not material and none do not materially interfere with the use made or proposed to be made of such real property by either of the Company, the Operating Partnership Transaction Entities or any Subsidiary of their subsidiaries, and neither of the Transaction Entities nor any of their subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to any ground lessor or sublessor under a ground lease or sublease threatening the rights of the Company, the Operating Partnership Transaction Entities or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary their subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (D) except as disclosed described in the Registration Statement General Disclosure Package and the Prospectus, none no tenant under any of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning leases at the Properties or any part thereof which violation would have, or reasonably be expected has a right of first refusal to have, individually or in purchase the aggregate, a Material Adverse Effectpremises demised under such lease; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases laws and deed restrictions or other covenantsregulations and laws relating to access to the Properties), except where if and to the failure extent disclosed in the Prospectus, and except for such failures to comply that would not havenot, or reasonably be expected to have, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect or could not result in a forfeiture or reversion of titleEffect; and (F) except as if and to the extent disclosed in the Registration Statement and General Disclosure Package or the Prospectus, none no Transaction Entity has knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that will materially affect the use or value of any of the Company, Properties; and (G) the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice mortgages and deeds of any condemnation of or zoning change materially affecting trust that encumber the Properties or any part thereof, and none are not convertible into equity securities of the Company, the Operating Partnership entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or the Subsidiaries knows of cross-collateralized with any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectproperty other than other Properties.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or any other subsidiary or joint venture ventures in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title title, as the case may be, to all of the properties and other assets real property owned or leased leased, as applicable, by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (venture, respectively, and good title to all other properties owned by them, and any improvements thereon and all other assets that are required for the “Properties”), operation of such properties in each casethe manner in which they currently are operated, free and clear of all Liensliens, encumbrances, claims, security interests and defects, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectare Permitted Encumbrances (as defined below); (B) all Liens material liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none assets of any of the Company, the Operating Partnership or Partnership, the Subsidiaries is or any joint venture in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any Subsidiary owns an interest that are required to be disclosed in the Prospectus are disclosed therein; (C) each of the Subsidiaries hold properties described Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Registration Statement Prospectus and except for such failures to comply that would not in the Prospectus, aggregate have a Material Adverse Effect; (D) there are in full force effect for the assets of each of the Company, the Operating Partnership, the Subsidiaries or any joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, insurance policies covering the risks and effectin amounts that are commercially reasonable for the types of assets owned by them and that are consistent with the types and amounts of insurance typically maintained by prudent owners of properties similar to such assets in the markets in which such assets are located, and none of the Company, the Operating Partnership Partnership, the Subsidiaries or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of joint venture in which the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries owns an interest has received from any Governmental Authority any written insurance company notice of any condemnation of material defects or zoning change materially deficiencies affecting the Properties insurability of any such assets or any part thereof, notices of cancellation or intent to cancel any such policies; and none of (E) neither the Company, Company nor the Operating Partnership or the Subsidiaries knows has any knowledge of any such pending or threatened, litigation, moratorium, condemnation or proceedings, zoning change which is threatened and which if consummated would havechange, or reasonably be expected other similar proceeding or action that could in any manner affect the size of, use of, improvements on, construction on, access to have, individually or in the aggregate, a Material Adverse Effect.availability of utilities or other

Title to Property. (A) The CompanyNeither the Company nor any of its subsidiaries owns or has title to any real property. Except as disclosed in the Registration Statement, the Operating Partnership or General Disclosure Package and the Subsidiaries or any other subsidiary or joint venture in which the CompanyProspectuses, the Operating Partnership or any Subsidiary owns an interest, as the case may be, Company and its subsidiaries have good and marketable fee simple title or leasehold title to all personal property (excluding Intellectual Property, which is addressed below) owned by them that are material to the businesses of the properties and other assets owned Company or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)such subsidiary, in each case, case free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to havethose that (i) do not, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially interfere with the Properties that are required use made and proposed to be disclosed in made of such property by the Registration Statement Company and the Prospectus are disclosed therein and none any of the Company, the Operating Partnership its subsidiaries or the Subsidiaries is in default under any such Lien, except for such defaults that (ii) would not have, or reasonably be expected to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect; (C) and all of the leases and subleases material to the business of the CompanyCompany and its subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold its subsidiaries holds properties described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and none of neither the Company, the Operating Partnership or Company nor any Subsidiary such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Company or any Subsidiary subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership Company or such Subsidiary subsidiary to the continued quiet possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed . Any real property described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectuses as being leased by the Company and any of its subsidiaries is held by them under valid, none existing and enforceable leases, except those that (A) do not materially interfere with the use made or proposed to be made of such property by the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties Company or any part thereof which violation of its subsidiaries or (B) would have, or not be reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, ’s subsidiaries have good and marketable fee simple title insurable fee, easement or leasehold (as applicable) title to the Properties and the Company and its subsidiaries have good title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liens, except as disclosed in where the Registration Statement or the Prospectus or failure to hold such as title would not have, or reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect; , and the Properties are free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) such as are described in the Registration Statement, the General Disclosure Package and the Prospectus, (B) all Liens on or affecting the Properties that are required to be disclosed liens for taxes not yet due and payable, (C) in the Registration Statement and case of personal property located at certain real property, such as are subject to purchase money, equipment lease or similar financing arrangements which have been entered into in the Prospectus are disclosed therein and none ordinary course of the Companybusiness with an aggregate amount not in excess of $5 million or (D) those which do not, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually singly or in the aggregate, have a Material Adverse Effect; (C) all . All of the leases and subleases material to the business of the CompanyCompany and its subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold its subsidiaries holds properties described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and none neither the Company nor any of the Company, the Operating Partnership or its subsidiaries has received any Subsidiary has any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership Company or such Subsidiary any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement sublease and the Prospectusthat would singly, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; . Except for leases and subleases in effect on the date hereof, no person has any possessory interest in any Property or right to occupy the same except under and pursuant to (Ei) except as disclosed licenses or easements entered into by the Company or a subsidiary or any predecessor thereof in the Registration Statement ordinary course of its business or (ii) liens, claims, encumbrances and restrictions described above, and except for the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases interests and deed restrictions or other covenants, except where the failure to comply rights as would not havesingly, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or any other subsidiary or joint venture ventures in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title title, as the case may be, to all of the properties and other assets real property owned or leased leased, as applicable, by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (venture, respectively, and good title to all other properties owned by them, and any improvements thereon and all other assets that are required for the “Properties”), operation of such properties in each casethe manner in which they currently are operated, free and clear of all Liensliens, encumbrances, claims, security interests and defects, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectare Permitted Encumbrances (as defined below); (B) all Liens material liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of any of the Company, the Operating Partnership, the Subsidiaries or any joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein therein; (C) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Prospectus and except for such failures to comply that would not in the aggregate have a Material Adverse Effect; (D) there are in effect for the assets of each of the Company, the Operating Partnership, the Subsidiaries or any joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, insurance policies covering the risks and in amounts that are commercially reasonable for the types of assets owned by them and that are consistent with the types and amounts of insurance typically maintained by prudent owners of properties similar to such assets in the markets in which such assets are located, and none of the Company, the Operating Partnership, the Subsidiaries or any joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest has received from any insurance company notice of any material defects or deficiencies affecting the Subsidiaries is in default under insurability of any such Lienassets or any notices of cancellation or intent to cancel any such policies; and (E) neither the Company nor the Operating Partnership has any knowledge of any pending or threatened, litigation, moratorium, condemnation proceedings, zoning change, or other similar proceeding or action that could in any manner affect the size of, use of, improvements on, construction on, access to or availability of utilities or other necessary services to the Properties, except for such defaults proceedings or actions that would not have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (C) all . All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties Subsidiary holds Properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; . "Permitted Encumbrance" shall mean (Da) except as disclosed in the Registration Statement and the Prospectus, none liens on Properties securing any of the Company, the Operating Partnership Partnership, any Subsidiary or the Subsidiaries is in violation of any municipaljoint venture obligations, state or federal law, rule or regulation concerning the Properties or any part thereof (b) other liens which violation would haveare expressly described in, or reasonably be expected which are incorporated by reference into, the Prospectus and (c) customary easements and encumbrances and other exceptions to havetitle which do not materially impair the operation, individually development or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each use of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where for the failure to comply would not have, or reasonably be expected to have, individually or purposes intended therefor as contemplated in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. (A1) The CompanyARC, the Operating Partnership or the Company and their respective Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, will have good and marketable title in fee simple title or leasehold title to all of the properties and other assets owned or leased by them described in the CompanyProspectus as owned by ARC, the Operating Partnership, the Company or their respective Subsidiaries or the applicable subsidiary or joint venture (the “"Properties”"), in each case, free and clear of all Liens, except as disclosed in the Registration Statement or the Prospectus Offering Memorandum or such as would not have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (B2) all material Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein Offering Memorandum and none of the CompanyARC, the Operating Partnership Company or the their respective Subsidiaries is are in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C3) all of neither ARC nor the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries Company is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E4) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, result in or reasonably be expected to have, individually or in the aggregateresult in, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F5) except as disclosed in the Registration Statement and the Prospectus, none of the CompanyARC, the Operating Partnership Company or the any of their respective Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the CompanyARC, the Operating Partnership Company or the any of their respective Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually a Material Adverse Effect. ARC, the Company and their respective Subsidiaries have good and marketable title to all real property owned by ARC, the Company and their respective Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Offering Memorandum or (b) do not, singly or in the aggregate, a Material Adverse Effectmaterially adversely affect the value of such property and do not interfere with the use made and proposed to be made of such property by ARC, the Company or any of their respective Subsidiaries; and all of the leases and subleases material to the business of ARC, the Company and their respective Subsidiaries, considered as one enterprise, and under which ARC, the Company or any of their respective Subsidiaries holds properties described in the Offering Memorandum, are in full force and effect, and none of ARC, the Company or any of their respective Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of ARC, the Company or any of their respective Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of ARC, the Company or any of their respective subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.

Title to Property. (A) The CompanyAt the Closing Time, the Operating Partnership or the Subsidiaries Transaction Entities, any of their respective subsidiaries or any other subsidiary or joint venture in which either of the Company, the Operating Partnership Transaction Entities or any Subsidiary of their respective subsidiaries owns an interestinterest (each such joint venture being referred to as a “Related Entity”), as the case may be, will have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, other than those that (1) are described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, materially affect the value of any of the Properties and do not materially interfere with the use made and proposed to be made of any of the Properties by the Transaction Entities, any of their respective subsidiaries or any Related Entity; (B) except as disclosed in the Registration Statement or Statement, the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement General Disclosure Package and the Prospectus are disclosed therein and Prospectus, none of the CompanyTransaction Entities, any of their respective subsidiaries or any Related Entity owns any real property other than the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectProperties; (C) all each of the leases ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the CompanyTransaction Entities and their respective subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectusone enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such Properties (taken as a whole) by either of the Transaction Entities, any of their respective subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any such ground lease, sublease or sub-sublease with respect to any of the Properties and none of the CompanyTransaction Entities, the Operating Partnership any of their respective subsidiaries or any Subsidiary Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such ground lease, sublease or sub-sublease and (2) none of the Transaction Entities, any of their respective subsidiaries or any Related Entity has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the CompanyTransaction Entities, the Operating Partnership any of their respective subsidiaries or any Subsidiary Related Entity under any of such leases the material ground leases, subleases or subleasessub-subleases mentioned above, or adversely affecting or questioning the rights of the CompanyTransaction Entities, the Operating Partnership any of their respective subsidiaries or such Subsidiary any Related Entity to the continued possession of the leased leased, subleased or sub-subleased premises under any such lease ground lease, sublease or sub-sublease; (D) except as all liens, charges, encumbrances, claims or restrictions on any of the Properties and the assets of either of the Transaction Entities, any of their respective subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectProspectus are disclosed therein; (E) except as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, each no tenant under any of the leases at the Properties or any other party has a right of first refusal, right of first offer or an option to purchase any of the Properties; (F) to the knowledge of the Transaction Entities, none of the Properties complies fails to comply with all applicable codes, laws and regulations (including, without limitation, building 13 and zoning lawscodes, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases laws and deed restrictions or other covenantsregulations and laws relating to access to the Properties), except where if and to the failure extent disclosed in the Registration Statement, the General Disclosure Package or the Prospectus and except for such failures to comply that would not havenot, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to havehave a Material Adverse Effect; (G) the mortgages and deeds of trust that encumber any of the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties; (H) none of the Transaction Entities, individually any of their respective subsidiaries or any Related Entity is in default under any of the leases governing the Properties and there is no event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default by either of the Transaction Entities, any of their respective subsidiaries or any Related Entity under any of such leases, except such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect; and (I) to the knowledge of the Transaction Entities, no lessee of any of the Properties is in default under any of the leases governing the Properties and there is no event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default by any lessee of any of the Properties under any of such leases.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or each of its subsidiaries and any other subsidiary or joint venture ventures in which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries owns an interest, as the case may be, have good and marketable fee simple title or leasehold title, as the case may be, to all real property owned or leased, as applicable, by the Company or its subsidiaries or the applicable joint venture, respectively, and good title to all of the other properties owned by them, and any improvements thereon and all other assets owned or leased by that are required for the Company, operation of such properties in the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), manner in each casewhich they currently are operated, free and clear of all Liensliens, encumbrances, claims, security interests and defects, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectare Permitted Encumbrances (as defined below); (B) all Liens material liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of any of the Company or its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest that are required to be disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus are disclosed therein and none therein; (C) each of the CompanyProperties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Registration Statement, the Operating Partnership or General Disclosure Package and the Subsidiaries is in default under any such Lien, Prospectus and except for such defaults failures to comply that would not have, or reasonably be expected to have, individually or in the aggregate, aggregate have a Material Adverse Effect; (CD) all there are in effect for the assets of the Company and its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest, insurance policies covering the risks and in amounts that are commercially reasonable for the types of assets owned by them and that are consistent with the types and amounts of insurance typically maintained by prudent owners of properties similar to such assets in the markets in which such assets are located, and neither the Company nor any of its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest has received from any insurance company notice of any material defects or deficiencies affecting the insurability of any such assets or any notices of cancellation or intent to cancel any such policies; and (E) neither the Company nor the Operating Partnership has any knowledge of any pending or threatened litigation, moratorium, condemnation proceedings, zoning change, or other similar proceeding or action that could in any manner affect the size of, use of, improvements on, construction on, access to or availability of utilities or other necessary services to the Properties, except such proceedings or actions that would not have a Material Adverse Effect. All of the leases and subleases material to the business of the Company, the Operating Partnership Company and the Subsidiaries, taken its subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold properties its subsidiaries holds Properties described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and none neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership Company or such Subsidiary to any of its subsidiaries of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement . The Company and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of its subsidiaries, as the Properties complies with all applicable zoning lawscase may be, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where have obtained title insurance on the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.fee interests

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, including the Duke Buyers, as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liens, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or Partnership, the Subsidiaries or and any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the real property owned by them, and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or Statement, the Disclosure Package and the Prospectus or (B) such as would not havehave a Material Adverse Effect. Each of the properties of the Company, the Operating Partnership or reasonably be expected to have, individually or the Subsidiaries complies with all applicable codes and zoning laws and regulations except in the aggregate, any case where such non-compliance would not have a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such LienSubsidiary has knowledge of any pending or threatened condemnation, except for such defaults zoning change or other proceeding or action that would not havein any manner affect the size of, use of, improvements on, construction on, or reasonably be expected access to havethe properties of any of the Company, individually the Operating Partnership or any Subsidiary except in the aggregate, any case where such action or proceeding would not have a Material Adverse Effect; (C) all Effect on the conditions, operations, prospects or earnings of the affected property. All of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement Statement, the Disclosure Package and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement Statement, the Disclosure Package and the ProspectusProspectus or as would not result singly or in the aggregate in a Material Adverse Effect, none of no tenant under any lease to which the Company, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (A) The Company, the Operating Partnership or and the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable title in fee simple title or leasehold to all real property owned by any of them and good title to all of the other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)any of them, in each case, free and clear of all Liens, Liens except such as disclosed (a) are described in the Registration Statement or Statement, the Prospectus or such as would not haveDisclosure Package and the Final Prospectus, or reasonably be expected to have(b) do not, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none made of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which property by the Company, the Operating Partnership or any of the Subsidiaries hold properties or (c) would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All real property, buildings and other improvements, and equipment and other property held under lease or sublease by the Company, the Operating Partnership or any of the Subsidiaries are held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as (a) are described in the Registration Statement Statement, the Disclosure Package or the Final Prospectus, (b) are not material and do not interfere with the respective uses made or proposed to be made of such property and buildings or other improvements by the Company, the Operating Partnership and the ProspectusSubsidiaries, or (c) would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and all such leases and subleases are in full force and effect, ; and none of the Company, the Operating Partnership or any Subsidiary of the Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary of the Subsidiaries under any of such the leases or subleases, subleases mentioned above or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary any of the Subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease; (D) sublease except as disclosed in the Registration Statement and the Prospectusfor such claims which, none of if successfully asserted against the Company, the Operating Partnership or any of the Subsidiaries is in violation of any municipalSubsidiaries, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have (or will have in relation to each Duke Property upon the respective closing of the Duke Acquisition with respect to each such Duke Property and the Dignity Properties upon consummation of the Dignity Acquisition) good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Existing Properties” and, together with the Duke Properties and the Dignity Properties, the “Properties”), in each case, free and clear of all Liens, except as disclosed in the Registration Statement Disclosure Package, the Prospectus, the Duke Transaction Agreements or the Prospectus Dignity Purchase Agreement or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement Disclosure Package and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement Disclosure Package and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, Company and its subsidiaries have good and marketable fee simple title or leasehold title to all of the real property owned by them and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as disclosed (A) are described in the Registration Statement or Statement, the Prospectus or such General Disclosure Package and the Prospectus, (B) arise under the Company’s Credit Agreement, dated as would not haveof December 7, 2017, among the Company, TMK IPSCO International, L.L.C., IPSCO Xxxxxx Tubulars, L.L.C., IPSCO Tubulars (KY) Inc., and Ultra Premium Oilfield Services, Ltd., et. al., as borrowers, the other loan parties thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, or reasonably be expected to have(C) do not, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed in made of such property by the Registration Statement Company or any of its subsidiaries; and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the CompanyCompany and its subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold its subsidiaries holds properties described in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and none of neither the Company, the Operating Partnership or Company nor any Subsidiary such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Company or any Subsidiary subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) , except as disclosed in the Registration Statement and the Prospectusfor such claims that, none of the Companyif successfully asserted, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to havenot result, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Title to Property. (A) The CompanyExcept as described in the Prospectuses, the Operating Partnership or the Subsidiaries Company and its subsidiaries, or any other subsidiary partnership or joint venture in which the CompanyCompany or its subsidiaries is a managing partner or managing joint venturer, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have has good and marketable title in fee simple title to, or a valid leasehold title to interest in, all of the properties real property and other assets interests in real property owned or leased by each of them which is material to the Companybusiness of the Company and its subsidiaries considered as one enterprise, including, but not limited to, the Operating Partnershipproperties referred to under the heading "Business and Properties" in the Prospectuses (collectively, for purposes of this Section 1(a)(xx), the Subsidiaries or the applicable subsidiary or joint venture (the “"Properties”"), ; in each case, such title is free and clear of all Liensliens, except as disclosed encumbrances, claims, security interests and defects of any kind (including, without limitation, options to purchase and rights of first refusal), other than those referred to in the Registration Statement Prospectuses, those contained in the partnership or the Prospectus joint venture agreements or such as would not havethose which do not, or reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effectmaterially affect the value of such Properties and do not materially interfere with the use made and proposed to be made of the Properties by the Company or any of its subsidiaries; (B) all Liens liens, charges, encumbrances, claims, or restrictions on or affecting the Properties that which are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none therein; (C) neither the Company nor any of its subsidiaries or, to the best knowledge of any of them, any lessee under a lease relating to any of the CompanyProperties, the Operating Partnership or the Subsidiaries is in default under any of the leases relating thereto, and neither the Company nor any of its subsidiaries knows of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such Lienleases, except such defaults that would not reasonably be expected to result in a Material Adverse Effect; (D) each of the Properties is in compliance with all applicable codes, ordinances, zoning laws and regulations, and neither the Company nor any of its subsidiaries has received a notice of violation of any of the foregoing, except for such failures to comply or violations which would not reasonably be expected to result in a Material Adverse Effect; (E) neither the Company nor any of its subsidiaries has any knowledge of any pending or threatened condemnation or zoning change with respect to all or any portion of any of the Properties, or of any other proceeding or action that will affect the size of, use of, improvements on, construction on, or access to all or any portion of any of the Properties, except such proceedings or actions that would not reasonably be expected to result in a Material Adverse Effect; (F) the maintenance, service, advertising and other like contracts and agreements with respect to the ownership and operation of Properties other than the Management Agreements and the Advisory Agreement (the "Service Contracts") are in full force and effect and are on commercially reasonable terms and are incidental and reasonably related to the ownership and/or operation of its Properties and neither the Company nor its subsidiaries is in default under any of the Service Contracts except for such defaults that would not have, or reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect; (CG) all of the leases and subleases material to the business of the CompanyCompany and its subsidiaries, the Operating Partnership and the Subsidiaries, taken considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectus, its subsidiaries holds Properties are in full force and effect, except where the failure to be in full force and none effect would not reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any of the Company, the Operating Partnership or any Subsidiary its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Company or any Subsidiary subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) , except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of for any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or claim that could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect; and (EH) except as disclosed set forth in the Registration Statement Prospectuses, there exist no liens, encumbrances, claims, security interests and defects of any kind on the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground Company's or airspace leases and deed restrictions or other covenantsany subsidiary's ability to collect rents from its Properties, except where the failure to comply for such liens, encumbrances, claims, security interests and defects that would not have, or reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement Effect, and the ProspectusCompany's collection of such rents is in accordance with all applicable laws, none rules and regulations and neither the Company nor any of its subsidiaries has received a notice of violation of any of the Companyforegoing, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any except for such condemnation or zoning change which is threatened and which if consummated violations that would have, or not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or and the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable title in fee simple title or leasehold to all real property owned by any of them and good title to all of the other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)any of them, in each case, free and clear of all Liens, Liens except such as disclosed (a) are described in the Registration Statement or and the Prospectus or such as would not haveProspectus, or reasonably be expected to have(b) do not, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting materially affect the Properties that are required value of such property and do not interfere with the use made and proposed to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none made of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which SC1:4187253.8A property by the Company, the Operating Partnership or any of the Subsidiaries hold properties or (c) would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All real property, buildings and other improvements, and equipment and other property held under lease or sublease by the Company, the Operating Partnership or any of the Subsidiaries are held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as (a) are described in the Registration Statement or Prospectus, (b) are not material and do not interfere with the respective uses made or proposed to be made of such property and buildings or other improvements by the Company, the Operating Partnership and the ProspectusSubsidiaries, or (c) would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and all such leases and subleases are in full force and effect, ; and none of the Company, the Operating Partnership or any Subsidiary of the Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary of the Subsidiaries under any of such the leases or subleases, subleases mentioned above or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary any of the Subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease; (D) sublease except as disclosed in the Registration Statement and the Prospectusfor such claims which, none of if successfully asserted against the Company, the Operating Partnership or any of the Subsidiaries is in violation of any municipalSubsidiaries, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the CompanyPartnership, the Operating Partnership or any Subsidiary owns an interest, as subsidiaries and the case may be, Property Partnerships have good and marketable fee simple title or leasehold title to all of the properties real property and related improvements and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or subsidiaries and the applicable subsidiary or joint venture (the “Properties”)Property Partnerships, respectively, and good title to all other properties owned by them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed otherwise stated in the Registration Statement and the Prospectus are disclosed therein or (B) those which do not, singly or in the aggregate, materially affect the value of such property and none do not interfere with the use made and proposed to be made of such property by the Company, the Operating Partnership Partnership, any subsidiary or any Property Partnership, as the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all case may be. All of the leases and subleases material to the business of the Company, the Operating Partnership Partnership, the subsidiaries and the Subsidiaries, taken Property Partnerships considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold subsidiary holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership Partnership, any subsidiary or any Subsidiary Property Partnership has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership Partnership, any subsidiary or any Subsidiary Property Partnership under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the Company, the Operating Partnership Partnership, such subsidiary or such Subsidiary to Property Partnership of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as . All material liens, charges, encumbrances, claims, restrictions on or affecting any of the Properties or Development Sites and the assets of the Company, the Operating Partnership, the subsidiaries or any Property Partnership which are required to be disclosed in the Registration Statement and the ProspectusProspectus are disclosed therein. No tenant under any of the leases, none of pursuant to which the Company, the Operating Partnership or the Subsidiaries is in violation of Partnership, any municipal, state or federal law, rule or regulation concerning the Properties subsidiary or any part thereof Property Partnership, as lessor, leases its Property, has an option or right of first refusal to purchase the premises demised under such lease, the exercise of which violation would havehave a Material Adverse Effect. Except as disclosed in the Registration Statement or Prospectus, or reasonably be expected each Property complies with all applicable codes, laws, regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to haveaccess to such Property), except for such failure to comply that would not, individually or in the aggregate, have a Material Adverse Effect; (E) except as disclosed . Neither the Company nor the Operating Partnership has knowledge of any pending or threatened condemnation proceeding, zoning change or other proceeding or action that will, in any material manner, affect the Registration Statement and the Prospectussize of, each of use of, improvements on, development of, construction on or access to, the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenantsthe Development Sites, except where the failure to comply such proceedings or actions that would not have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed Affect. The property purchase agreements described in the Registration Statement Prospectus have been duly authorized, executed and delivered by the ProspectusCompany, none have been executed by the other parties thereto, and constitute binding obligations of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none . The description of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or property purchase agreements contained in the aggregate, a Material Adverse EffectProspectus is accurate in all material respects.

Title to Property. (A) The CompanyTrust, the Operating Partnership or Partnership, the Subsidiaries or and any other subsidiary or joint venture in which the CompanyTrust, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold insurable title to all of the real property owned by them, and good title to all other properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except (A) as disclosed otherwise stated in the Registration Statement or Statement, the General Disclosure Package and the Prospectus or such as would not have(B) those which do not, or reasonably be expected to have, individually singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Trust, the Operating Partnership, any Subsidiary or the applicable joint venture or would otherwise not have a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none . Except as would not have a Material Adverse Effect, each of the Companyproperties of any of the Trust, the Operating Partnership or any Subsidiary complies with all applicable codes and zoning laws and regulations; and none of the Subsidiaries is Trust, the Operating Partnership or any Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in default under any such Lienmanner affect the size of, except for such defaults that use of, improvements on, construction on, or access to the properties of any of the Trust, the Operating Partnership or any Subsidiary Except as would not have, or reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (C) , all of the leases and subleases material to the business of the CompanyTrust, the Operating Partnership and the Subsidiaries, taken Subsidiaries considered as a wholeone enterprise, and under which the CompanyTrust, the Operating Partnership or any of the Subsidiaries hold Subsidiary holds properties described in the Registration Statement Statement, the Disclosure Package and the Prospectus, are in full force and effect, and none of the CompanyTrust, the Operating Partnership or any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the CompanyTrust, the Operating Partnership or any Subsidiary under any of such the leases or subleasessubleases mentioned above, or adversely affecting or questioning the rights of the CompanyTrust, the Operating Partnership or such any Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease; (D) except . Except as disclosed described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus or as would not result singly or in the aggregate in a Material Adverse Effect, none of no tenant under any lease to which the CompanyTrust, the Operating Partnership or the Subsidiaries any Subsidiary leases any portion of its property is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any default under such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectlease.

Title to Property. (Aa) The CompanyOperating Partnership or its subsidiaries, as ----------------- the case may be, has good and marketable title to all items of real property owned by them, in each case free and clear of all liens, encumbrances, claims, security interests and defects, other than those referred to in the Prospectus, mortgages on real property, and those that would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects the Company and its subsidiaries considered as one enterprise or of the Operating Partnership and its subsidiaries considered as one enterprise; (b) all liens, charges, encumbrances, claims, or restrictions on or affecting the Subsidiaries or any other subsidiary or joint venture in which the Company, properties and assets owned by the Operating Partnership or any Subsidiary owns an interest, as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liens, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that its subsidiaries which are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and therein; (c) except as disclosed in the Prospectus, none of the Company, Company or the Operating Partnership or , or, to the Subsidiaries best of the knowledge of the Company and the Operating Partnership, any lessee under a lease relating to any of the Properties, is in default under any of the leases relating to the Properties and the Operating Partnership does not know of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such Lienleases, except for such defaults that would not havehave a material adverse effect on the condition, financial or otherwise, or reasonably be expected to haveon the earnings, individually business affairs or in business prospects the aggregate, a Material Adverse Effect; (C) all Company and its subsidiaries considered as one enterprise or of the leases and subleases material to the business of the Company, the Operating Partnership and its subsidiaries considered as one enterprise; (d) no tenant under any of the Subsidiaries, taken as a whole, and under leases pursuant to which the Company, the Operating Partnership or any of their respective subsidiaries leases any of its real property or improvements has an option to purchase the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none premises demised under such lease; (e) each of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries Properties is in violation of any municipalcompliance with all applicable codes and zoning laws and regulations, state or federal law, rule or regulation concerning the Properties or any part thereof except for such failures to comply which violation would have, or reasonably be expected to have, not individually or in the aggregateaggregate have a material adverse effect on the condition, a Material Adverse Effect; (E) except as disclosed in financial or otherwise, or on the Registration Statement and the Prospectusearnings, each business affairs or business prospects of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases Operating Partnership and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of titleits subsidiaries considered as one enterprise; and (Ff) except as disclosed in neither the Registration Statement and the Prospectus, none of the Company, Company nor the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice knowledge of any condemnation of pending or threatened condemnation, zoning change materially affecting change, or other proceeding or action, except such proceedings or actions that would not have a material adverse effect on the Properties condition, financial or any part thereofotherwise, and none or on the earnings, business affairs or business prospects of the Company, Company and its subsidiaries considered as one enterprise or the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectits subsidiaries considered as one enterprise.

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or each of its subsidiaries and any other subsidiary or joint venture ventures in which the Company, the Operating Partnership Company or any Subsidiary of its subsidiaries owns an interest, as the case may be, have good and marketable fee simple title or leasehold title, as the case may be, to all real property owned or leased, as applicable, by the Company or its subsidiaries or the applicable joint venture, respectively, and good title to all of the other properties owned by them, and any improvements thereon and all other assets owned or leased by that are required for the Company, operation of such properties in the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), manner in each casewhich they currently are operated, free and clear of all Liensliens, encumbrances, claims, security interests and defects, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectare Permitted Encumbrances (as defined below); (B) all Liens material liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of any of the Company or its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest that are required to be disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus are disclosed therein and none therein; (C) each of the CompanyProperties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Registration Statement, the Operating Partnership or General Disclosure Package and the Subsidiaries is in default under any such Lien, Prospectus and except for such defaults failures to comply that would not have, or reasonably be expected to have, individually or in the aggregate, aggregate have a Material Adverse Effect; (CD) all there are in effect for the assets of the Company and its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest, insurance policies covering the risks and in amounts that are commercially reasonable for the types of assets owned by them and that are consistent with the types and amounts of insurance typically maintained by prudent owners of properties similar to such assets in the markets in which such assets are located, and neither the Company nor any of its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest has received from any insurance company notice of any material defects or deficiencies affecting the insurability of any such assets or any notices of cancellation or intent to cancel any such policies; and (E) neither the Company nor the Operating Partnership has any knowledge of any pending or threatened, litigation, moratorium, condemnation proceedings, zoning change, or other similar proceeding or action that could in any manner affect the size of, use of, improvements on, construction on, access to or availability of utilities or other necessary services to the Properties, except such proceedings or actions that would not have a Material Adverse Effect. All of the leases and subleases material to the business of the Company, the Operating Partnership Company and the Subsidiaries, taken its subsidiaries considered as a wholeone enterprise, and under which the Company, the Operating Partnership Company or any of the Subsidiaries hold properties its subsidiaries holds Properties described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.full

Title to Property. (A) The CompanyOperating Partnership, the Operating Partnership or any of the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary of the Subsidiaries owns an interestinterest (each such joint venture being referred to as a “Related Entity”), as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”), in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, other than those that (1) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (2) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Operating Partnership, any of the Subsidiaries or any Related Entity; (B) except as disclosed in the Registration Statement or Statement, the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement General Disclosure Package and the Prospectus are disclosed therein and none of the CompanyProspectus, neither the Operating Partnership or nor any of the Subsidiaries is in default under or any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in Related Entity owns any real property other than the aggregate, a Material Adverse EffectProperties; (C) all each of the leases ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the Company, the Operating Partnership and the Subsidiaries, taken considered as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectusone enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such Property by the Operating Partnership, any of the Subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the CompanyOperating Partnership, any of the Subsidiaries or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such ground lease, sublease or sub-sublease and (2) none of the Operating Partnership Partnership, any of the Subsidiaries or any Subsidiary Related Entity has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the CompanyOperating Partnership, any of the Operating Partnership Subsidiaries or any Subsidiary Related Entity under any of such leases the ground leases, subleases or subleasessub-subleases mentioned above, or adversely affecting or questioning the rights of the CompanyOperating Partnership, any of the Operating Partnership Subsidiaries or such Subsidiary any Related Entity to the continued possession of the leased leased, subleased or sub-subleased premises under any such lease ground lease, sublease or sub-sublease; (D) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of the Company, the Operating Partnership or the Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.;

Title to Property. (Aa) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interestits subsidiaries, as the case may be, have has good and marketable fee simple title or leasehold title to all items of the properties and other assets real property owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, case free and clear of all Liensliens, except as disclosed encumbrances, claims, security interests and defects, other than those referred to in the Registration Statement Prospectus, mortgages on real property, and those that would not have a material adverse effect on the condition, financial or otherwise, or the Prospectus earnings, business affairs or such business prospects of the Company and its subsidiaries considered as would not haveone enterprise or the Operating Partnership and its subsidiaries considered as one enterprise; (b) all liens, charges, encumbrances, claims, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens restrictions on or affecting the Properties that properties and assets owned by the Operating Partnership or any of its subsidiaries which are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecttherein; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (Dc) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or any of their respective subsidiaries, or, to the Subsidiaries best of the knowledge of the Company and the Operating Partnership, any lessee under a lease relating to any of the Properties, is in violation default under any of the leases relating to the Properties and neither the Company nor the Operating Partnership knows of any municipalevent which, state but for the passage of time or federal law, rule or regulation concerning the Properties or any part thereof which violation would havegiving of notice, or reasonably be expected to haveboth, individually would constitute a default under any of such leases, except such defaults that would not have a material adverse effect on the condition, financial or in otherwise, or on the aggregateearnings, a Material Adverse Effectbusiness affairs or business prospects of the Company and its subsidiaries considered as one enterprise or the Operating Partnership and its subsidiaries considered as one enterprise; (Ed) except as disclosed in the Registration Statement and the Prospectus, each no tenant under any of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure pursuant to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of which the Company, the Operating Partnership or any of their respective subsidiaries leases any of its real property or improvements has an option to purchase the Subsidiaries has received from any Governmental Authority any written notice premises demised under such lease; (e) each of any condemnation of or zoning change materially affecting the Properties or any part thereofis in compliance with all applicable codes and zoning laws and regulations, and none of the Company, the Operating Partnership or the Subsidiaries knows of any except for such condemnation or zoning change failures to comply which is threatened and which if consummated would have, or reasonably be expected to have, not individually or in the aggregateaggregate have a material adverse effect on the condition, financial or otherwise, or on the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise or the Operating Partnership and its subsidiaries considered as one enterprise; and (f) neither the Company nor the Operating Partnership has knowledge of any pending or threatened condemnation, zoning change, or other proceeding or action, except such proceedings or actions that would not have a Material Adverse Effectmaterial adverse effect on the condition, financial or otherwise, or on the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise or the Operating Partnership and its subsidiaries considered as one enterprise.

Title to Property. (A) The CompanyExcept as otherwise disclosed in the Prospectus, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which and except as would not have a Material Adverse Effect on the Company, the Operating Partnership or any Subsidiary owns an interest, Trust and their respective subsidiaries taken as the case may be, have good and marketable fee simple title or leasehold title to all of the properties and other assets owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture a whole: (the “Properties”), in i) each case, free and clear of all Liens, except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected Trust and their respective subsidiaries has good and marketable title to have, individually or all properties and assets described in the aggregate, a Material Adverse EffectProspectus as owned by such party; (Cii) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership Trust or any of the Subsidiaries hold properties described in the Registration Statement and the Prospectus, their respective subsidiaries holds or uses real property or assets as a lessee are in full force and effect, and none of the Company, the Operating Partnership or Trust nor any Subsidiary has any notice of their respective subsidiaries is in material default in respect of any material claim of the terms or provisions of any sort that of such leases and no claim has been asserted by anyone adverse to any such party’s rights as lessee under any of such leases, or affecting or questioning any such party’s right to the rights continued possession or use of the leased property or assets under any such leases; (iii) all liens, charges, encumbrances, claims, or restrictions on or affecting the properties and assets of the Company, the Operating Partnership Trust or any Subsidiary under any of such leases or subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary their respective subsidiaries that are required to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as be disclosed in the Registration Statement and the Prospectus, Prospectus are disclosed therein; (iv) none of the Company, the Operating Partnership or Trust, any of their respective subsidiaries nor, to the Subsidiaries respective knowledge of the Company and the Trust, any lessee of any portion of any such party’s properties is in violation of default under any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure pursuant to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of which the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties Trust or any part thereof, of their respective subsidiaries leases its properties to third parties and none of the Company, the Operating Partnership or the Subsidiaries Trust nor any of their respective subsidiaries knows of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such condemnation leases; (v) no tenant under any lease pursuant to which the Company, the Trust or any of their respective subsidiaries leases its properties has an option or right of first refusal to purchase the premises leased thereunder; (vi) to the best of its knowledge, each of the properties of the Company, the Trust or any of their respective subsidiaries complies with all applicable codes and zoning laws and regulations; and (vii) none of the Company, the Trust nor any of their respective subsidiaries has knowledge of any pending or threatened condemnation, zoning change which is threatened and which if consummated would haveor other proceeding or action that will in any manner affect the size or use of, improvements or reasonably be expected construction on or access to havethe properties of the Company, individually the Trust or in the aggregate, a Material Adverse Effect.any of their respective subsidiaries;

Title to Property. (A) The Company, the Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, and their respective subsidiaries have good and marketable fee simple title or leasehold title to all of the properties Properties owned by them and other assets good title to all personal property owned or leased by the Company, the Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (the “Properties”)them, in each case, free and clear of all Liensmortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as disclosed (x) are described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus or such as (y) would not havenot, or reasonably be expected to have, individually singly or in the aggregate, have a Material Adverse Effect; (B) all Liens on or affecting the Properties that are required to be except as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus are disclosed therein and Prospectus, none of the Company, the Operating Partnership or any of their respective subsidiaries owns or leases any real property other than the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectProperties; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiariesor their respective subsidiaries, taken considered as a wholeone enterprise, and under which the Company, the Operating Partnership or any of the Subsidiaries hold and their respective subsidiaries holds properties described in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and none of the Company, the Operating Partnership or any Subsidiary such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the its rights of the Company, the Operating Partnership or any Subsidiary under any of such the leases or subleases, subleases mentioned above or adversely affecting or questioning the its rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except for such failure to be in full force and effect or claim that would not, singly or in the aggregate, result in a Material Adverse Effect; (D) except as disclosed in the Registration Statement Statement, the General Disclosure Package or the Prospectus, no tenant under any of the leases of the Properties to which the Company, the Operating Partnership or any of their respective subsidiaries is a party (as a landlord) (the “Leases”) has a right of first refusal or an option to purchase any Property that is significant individually or in the aggregate, the exercise of which would, singly or in the aggregate, result in a Material Adverse Effect; (E) the Company and the Operating Partnership have no actual knowledge that any Property fails to comply with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such Property), except for such failures to comply that would not, singly or in the aggregate, result in a Material Adverse Effect; (F) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no mortgage or deed of trust encumbering any Property is (i) convertible into ownership interests in the Company, the Operating Partnership or any of their respective subsidiaries, (ii) cross-defaulted to any indebtedness other than indebtedness of the Company, the Operating Partnership or any of their respective subsidiaries, or (iii) cross-collateralized to any property or assets not owned directly or indirectly by the Company, the Operating Partnership or any of their respective subsidiaries; and (G) none of the Company, the Operating Partnership or any of their respective subsidiaries or, to the Subsidiaries knowledge of either the Company or the Operating Partnership, any lessee under a Lease, is in violation of default under any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, Leases and none of the Company, the Operating Partnership or the Subsidiaries any of their respective subsidiaries knows of any such condemnation event which, whether with or zoning change which is threatened and which if consummated would havewithout the passage of time or the giving of notice, or reasonably be expected to haveboth, individually would constitute a default under any of the Leases, except, in each case, for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect.