Common use of Ownership of the Properties Clause in Contracts

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

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

Ownership of the Properties. (a) Except Lessor and Lessee intend that for federal tax purposes, all state and local tax purposes, bankruptcy purposes, regulatory purposes, commercial law and real estate purposes and all other purposes (other than for accounting purposes)(A) this Lease will be treated as set forth on Schedule 4.04(a)(i)a financing arrangement and (B) Lessee will be treated as the sole owner of the Properties and will be entitled to all tax and other benefits ordinarily available to owners of property similar to the Properties for such purposes. Notwithstanding the foregoing, each Initial Property Owner that owns neither party hereto has made, nor shall be deemed to have made, any representation or warranty as to the availability of any of the Property that is designated as owned foregoing treatments under applicable accounting rules, tax, bankruptcy, regulatory, commercial or real property in Exhibit A hereto has good and marketable title in fee simple to such Property free and clear estate law or under any other set of all Liens, except Permitted Liensrules. No Person has any right or option to acquire all or any portion of any Lessee shall claim the cost recovery deductions associated with each Property, other than and Lessor shall not, to the Operating Partnership pursuant to extent not prohibited by Law, take on its tax return a position inconsistent with this Agreement, except as set forth on Schedule 4.04(a)(ii)Section 7.1(a) or Lessee’s claim of such deductions. (b) Except For all purposes described in Section 7.1(a), Lessor and Lessee intend this Lease to constitute a finance lease and not a true lease. In the event a court of competent jurisdiction construes this Lease as would not reasonably a mortgage or deed of trust, Lessee shall be expected deemed to have hereby conveyed, granted, assigned, transferred, hypothecated, mortgaged and set over to Lessor, for the benefit of all Financing Parties, a Fund Material Adverse Effect, each Initial Property Owner that leases any first priority security interest (but subject to the security interest in the assets granted by Lessee in favor of the Property that Agent in accordance with the Security Agreement and Permitted Liens) in and Lien on all right, title and interest of Lessee (now owned or hereafter acquired) in and to all Properties to the extent such is designated as leased personal property and to have irrevocably granted and conveyed a Lien, deed of trust and mortgage, with power of sale, on all right, title and interest of Lessee (now owned or hereafter acquired) in and to all Properties to the extent such is real property in Exhibit A hereto has to ▇▇. ▇▇▇ ▇. Orton, as trustee for the benefit of Lessor. Lessor and Lessee further intend and agree that, for the purpose of securing the obligations of Lessee and/or the Construction Agent now existing or hereafter arising under the Operative Agreements, (i) this Lease shall be a valid leasehold interest in, security agreement and enjoys peaceful and undisturbed possession (consistent with historical use) financing statement within the meaning of such Property, pursuant to the terms of said Lease, in each case free and clear of all Liens, except Permitted Liens. No Initial Property Owner has received any written notice of any default under any Article 9 of the real property leases pursuant to which it leases such Properties, and to the Contributors’ knowledge there is no material uncured default by any landlord thereunder. (c) Each Initial Property Owner has in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of such Initial Property Owner, as listed on Schedule 4.04(c) hereto. (d) Except for matters set forth on Schedule 4.04(d) hereto and except as would not reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor any of the Initial Property Owners nor any Uniform Commercial Code respecting each of the Properties nor, and all proceeds (including without limitation insurance proceeds) thereof to the knowledge of any Contributor, any other party to any material agreement affecting any Property (other than a Lease (as extent such term is hereinafter defined) for space within such Property), is in default under any such material agreement affecting any Property, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any obligation of any party thereto or the creation personal property and an irrevocable grant and conveyance of a Lien upon any asset Lien, deed of the Contributor being contributed to the Operating Partnership, Initial Property Owners or trust and mortgage on each of the Properties and all proceeds (3including without limitation insurance proceeds) thereof to the extent such is real property; (ii) the acquisition of title by Lessor for each Property referenced in Article II constitutes a grant by Lessee to Lessor of a security interest, Lien, deed of trust and mortgage in all of Lessee’s right, title and interest in and to each Property and all proceeds (including without limitation insurance proceeds thereof) of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, and an assignment of all rents, profits and income produced by each Property; and (iii) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such Lien, security interest, mortgage Lien and deed of trust under applicable Law. Lessee shall promptly take such actions as necessary (including without limitation the filing of Uniform Commercial Code Financing Statements, Uniform Commercial Code Fixture Filings and memoranda (or short forms) of this Lease and the various Lease Supplements) to ensure that the Contributor’s knowledgeLien, all agreements affecting any security interest, mortgage Lien and deed of trust in each Property required for and the continued ownershipother items referenced above will be deemed to be a perfected Lien, usesecurity interest, occupancy, management, leasing mortgage Lien and operation deed of such Property trust of first priority (exclusive of space Leases) are valid and binding and in full force and effect, subject to Permitted Liens) under applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights law and general principles of equitywill be maintained as such throughout the Term. (e) Schedule 4.04(e) sets forth information with respect to the Leases of each Property which is true and accurate in all material respects, including the tenant, lease term expiration date and current rent terms. No renewal options exist that are not otherwise specified in the Leases. Subject to the terms of any ground lease identified on Schedule 4.04(e), no party has any rights of possession or occupancy to any of the Properties, except for such rights as arise pursuant to the Leases as may be reflected in the Title Policies. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.04(e), (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any Lease, is in monetary default or material non-monetary default under such Lease, (2) no Contributor has received any written threat nor, to the Contributor’s knowledge, has any event occurred, which with or without the passage of time or the giving of notice, or both, would constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) no Contributor has a reason to believe or has received written notice that the leases (and all amendments thereto or modifications thereof) to which the Initial Property Owners are a party or by which the Initial Property Owners are bound or subject (collectively, the “Leases”) are not valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There exists no matured unfulfilled obligation on the part of any Contributor, Initial Property Owner or any Property to dedicate or grant an easement or easements over any portion or portions of any of the Property to any Governmental Authority. (f) To each Contributor’s knowledge, all the buildings, fixtures and leasehold improvements used by any Initial Property Owner (or its agents) or any Property in connection with the use and operation of the improvements located on the Properties are located on such Property. Each of the Properties abuts on at least one side a public street or road so as to provide and permit adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (g) Except as shown on Schedule 4.04(g), there are no material defects in the Properties known to any Contributor or any Initial Property Owner, including all systems therein, all structural components of the buildings located thereon (including, without limitation, the roof and the exterior walls and all operating systems, including, without limitation, the air conditioning system, the heating system, the plumbing system, the electrical system, the fire alarm system, if any, and the sprinkling system, if any). To each Contributor’s knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of each Property are installed to the boundary of such Property, are connected with valid permits, comply with all applicable governmental requirements and are adequate to service the Property for its current use, and no utility deposits are on deposit with respect to any such facilities.

Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a)(i4.04(a), each Initial Property Owner that owns any of the Property that is Contributor has good and marketable title in fee simple to all Properties designated as owned real property in Exhibit A hereto and has good the power and marketable title in fee simple authority to transfer, sell, assign and convey to the Operating Partnership such Property owned real property free and clear of all Liens, except for Permitted Liens. No Person has any right or option to acquire all or any portion , and, upon delivery of any Propertythe consideration for such owned real property as provided herein, other than the Operating Partnership pursuant to this Agreementwill acquire good and valid title thereto, free and clear of any Liens, except as set forth on Schedule 4.04(a)(ii)for Permitted Liens and Liens created by the Operating Partnership Agreement. (b) Except as would not reasonably be expected to have a Fund Material Adverse Effectset forth on Schedule 4.04(b), each Initial Property Owner that leases any of the Property that is designated as leased real property in Exhibit A hereto Contributor has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of such Propertyall Properties designated as leased real property in Exhibit A hereto, pursuant and has the power and authority to transfer, sell, assign and convey to the terms of said Lease, in each case Operating Partnership such leased real property free and clear of all Liens, except Permitted Liens, and, upon delivery of the consideration for such leased real property as provided herein, the Operating Partnership will acquire a valid leasehold interest thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the Operating Partnership Agreement. No Initial Property Owner The Contributor has not received any written notice of any material uncured default under any of the real property leases pursuant to which it leases such Properties, and to the Contributors’ Contributor’s knowledge there is no material uncured default by any landlord thereunder. (c) Each Initial Property Owner has , except in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of such Initial Property Owner, as listed on Schedule 4.04(c) hereto. (d) Except for matters set forth on Schedule 4.04(d) hereto and except each case as would not reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in default under any such material agreement affecting any Property, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any asset of the Contributor being contributed to the Operating Partnership, Initial Property Owners or the Properties and (3) to the Contributor’s knowledge, all agreements affecting any Property required for the continued ownership, use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (e) Schedule 4.04(e) sets forth information with respect to the Leases of each Property which is true and accurate in all material respects, including the tenant, lease term expiration date and current rent terms. No renewal options exist that are not otherwise specified in the Leases. Subject to the terms of any ground lease identified on Schedule 4.04(e), no party has any rights of possession or occupancy to any of the Properties, except for such rights as arise pursuant to the Leases as may be reflected in the Title Policies. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.04(e), (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any Lease, is in monetary default or material non-monetary default under such Lease, (2) no Contributor has received any written threat nor, to the Contributor’s knowledge, has any event occurred, which with or without the passage of time or the giving of notice, or both, would constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) no Contributor has a reason to believe or has received written notice that the leases (and all amendments thereto or modifications thereof) to which the Initial Property Owners are a party or by which the Initial Property Owners are bound or subject (collectively, the “Leases”) are not valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There exists no matured unfulfilled obligation on the part of any Contributor, Initial Property Owner or any Property to dedicate or grant an easement or easements over any portion or portions of any of the Property to any Governmental Authority. (f) To each Contributor’s knowledge, all the buildings, fixtures and leasehold improvements used by any Initial Property Owner (or its agents) or any Property in connection with the use and operation of the improvements located on the Properties are located on such Property. Each of the Properties abuts on at least one side a public street or road so as to provide and permit adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (g) Except as shown on Schedule 4.04(g), there are no material defects in the Properties known to any Contributor or any Initial Property Owner, including all systems therein, all structural components of the buildings located thereon (including, without limitation, the roof and the exterior walls and all operating systems, including, without limitation, the air conditioning system, the heating system, the plumbing system, the electrical system, the fire alarm system, if any, and the sprinkling system, if any). To each Contributor’s knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of each Property are installed to the boundary of such Property, are connected with valid permits, comply with all applicable governmental requirements and are adequate to service the Property for its current use, and no utility deposits are on deposit with respect to any such facilities.

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

Ownership of the Properties. (a) Except Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as set forth on Schedule 4.04(a)(i)an "operating lease" pursuant to Statement of Financial Accounting Standards No. 13, as amended, (B) Lessor will be treated as the owner and lessor of each Initial Property Owner that owns and (C) Lessee will be treated as the lessee of each Property, but (ii) for federal and all state and local income tax purposes, bankruptcy purposes, regulatory purposes, commercial law and real estate purposes and all other purposes (A) this Lease will be treated as a financing arrangement and (B) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to owners of property similar to the Properties for such tax purposes. Notwithstanding the foregoing, neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the Property that is designated as owned foregoing treatments under applicable accounting rules, tax, bankruptcy, regulatory, commercial or real property in Exhibit A hereto has good and marketable title in fee simple to such Property free and clear estate law or under any other set of all Liens, except Permitted Liensrules. No Person has any right or option to acquire all or any portion of any Lessee shall claim the cost recovery deductions associated with each Property, other than and Lessor shall not, to the Operating Partnership pursuant to this Agreementextent not prohibited by Law, except as set forth take on Schedule 4.04(a)(ii)its tax return a position inconsistent with Lessee's claim of such deductions. (b) Except For all purposes other than as would set forth in Section 7.1(a)(i), Lessor and Lessee intend this Lease to constitute a finance lease and not reasonably be expected a true lease. In order to have secure the obligations of Lessee now existing or hereafter arising under any and all Operative Agreements, Lessee hereby conveys, grants, assigns, transfers, hypothecates, mortgages and sets over to Lessor, for the benefit of all Financing Parties, a Fund Material Adverse Effect, each Initial Property Owner that leases any first priority security interest (but subject to the security interest in the assets granted by Lessee in favor of the Property that is designated as leased real property Agent in Exhibit A hereto has a valid leasehold accordance with the Security Agreement) in and lien on all right, title and interest inof Lessee (now owned or hereafter acquired) in and to all Properties, and enjoys peaceful and undisturbed possession (consistent with historical use) of such Property, pursuant to the terms extent such is personal property and irrevocably grants and conveys a lien and deed of said Leasetrust on all right, title and interest of Lessee (now owned or hereafter acquired) in each case free and clear to all Properties to the extent such is real property. Lessor and Lessee further intend and agree that, for the purpose of all Lienssecuring the obligations of Lessee and/or the Construction Agent now existing or hereafter arising under the Operative Agreements, except Permitted Liens. No Initial Property Owner has received any written notice (i) this Lease shall be a security agreement and financing statement within the meaning of any default under any Article 9 of the real property leases pursuant to which it leases such Properties, and to the Contributors’ knowledge there is no material uncured default by any landlord thereunder. (c) Each Initial Property Owner has in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of such Initial Property Owner, as listed on Schedule 4.04(c) hereto. (d) Except for matters set forth on Schedule 4.04(d) hereto and except as would not reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor any of the Initial Property Owners nor any Uniform Commercial Code respecting each of the Properties nor, to the knowledge of any Contributor, any other party to any material agreement affecting any Property and all proceeds (other than a Lease (as such term is hereinafter defined) for space within such Property), is in default under any such material agreement affecting any Property, (2including without limitation insurance proceeds thereof) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any extent such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any obligation of any party thereto or the creation is personal property and an irrevocable grant and conveyance of a Lien upon any asset lien, and deed of the Contributor being contributed to the Operating Partnership, Initial Property Owners or trust on each of the Properties and all proceeds (3including without limitation insurance proceeds thereof) to the Contributor’s knowledgeextent such is real property; (ii) the acquisition of title by Lessor (or to the extent applicable, a leasehold interest pursuant to a Ground Lease) in each Property referenced in Article II constitutes a grant by Lessee to Lessor of a security interest, lien, deed of trust and mortgage in all agreements affecting any of Lessee's right, title and interest in and to each Property required and all proceeds (including without limitation insurance proceeds thereof) of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, and an assignment of all rents, profits and income produced by each Property; and (iii) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the continued ownershippurpose of perfecting such lien, usesecurity interest, occupancymortgage lien and deed of trust under applicable law. Lessee shall promptly take such actions as necessary (including without limitation the filing of Uniform Commercial Code Financing Statements, managementUniform Commercial Code Fixture Filings and memoranda (or short forms) of this Lease and the various Lease Supplements) to ensure that the lien, leasing security interest, mortgage lien and operation deed of such Property (exclusive of space Leases) are valid and binding and trust in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (e) Schedule 4.04(e) sets forth information with respect to the Leases of each Property which is true and accurate in all material respects, including the tenant, lease term expiration date and current rent terms. No renewal options exist that are not otherwise specified in the Leases. Subject to the terms of any ground lease identified on Schedule 4.04(e), no party has any rights of possession or occupancy to any of the Properties, except for such rights as arise pursuant to the Leases as may be reflected in the Title Policies. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.04(e), (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any Lease, is in monetary default or material non-monetary default under such Lease, (2) no Contributor has received any written threat nor, to the Contributor’s knowledge, has any event occurred, which with or without the passage of time or the giving of notice, or both, would constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) no Contributor has a reason to believe or has received written notice that the leases (and all amendments thereto or modifications thereof) to which the Initial Property Owners are a party or by which the Initial Property Owners are bound or subject (collectively, the “Leases”) are not valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There exists no matured unfulfilled obligation on the part of any Contributor, Initial Property Owner or any Property to dedicate or grant an easement or easements over any portion or portions of any of the Property to any Governmental Authority. (f) To each Contributor’s knowledge, all the buildings, fixtures and leasehold improvements used by any Initial Property Owner (or its agents) or any Property in connection with the use and operation of the improvements located on the Properties are located on such Property. Each of the Properties abuts on at least one side a public street or road so as to provide and permit adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (g) Except as shown on Schedule 4.04(g), there are no material defects in the Properties known to any Contributor or any Initial Property Owner, including all systems therein, all structural components of the buildings located thereon (including, without limitation, the roof and the exterior walls other items referenced above will be deemed to be a perfected lien, security interest, mortgage lien and all operating systems, including, without limitation, deed of trust of first priority under applicable law and will be maintained as such throughout the air conditioning system, the heating system, the plumbing system, the electrical system, the fire alarm system, if any, and the sprinkling system, if any). To each Contributor’s knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of each Property are installed to the boundary of such Property, are connected with valid permits, comply with all applicable governmental requirements and are adequate to service the Property for its current use, and no utility deposits are on deposit with respect to any such facilitiesTerm.

Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a)(i4.04(a), each Initial Property Owner that owns any of the Property that is Contributor has good and marketable title in fee simple to all Properties designated as owned real property in Exhibit A hereto and has good the power and marketable title in fee simple authority to transfer, sell, assign and convey to the Operating Partnership such Property owned real property free and clear of all Liens, except for Permitted Liens. No Person has any right or option to acquire all or any portion , and, upon delivery of any Propertythe consideration for such owned real property as provided herein, other than the Operating Partnership pursuant to this Agreementwill acquire good and valid title thereto, free and clear of any Liens, except as set forth on Schedule 4.04(a)(ii)for Permitted Liens and Liens created by the Operating Partnership Agreement. (b) Except as would not reasonably be expected to have a Fund Material Adverse Effectset forth on Schedule 4.04(b), each Initial Property Owner that leases any of the Property that is designated as leased real property in Exhibit A hereto Contributor has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of such Propertyall Properties designated as leased real property in Exhibit A hereto, pursuant and has the power and authority to transfer, sell, assign and convey to the terms of said Lease, in each case Operating Partnership such leased real property free and clear of all Liens, except Permitted Liens, and, upon delivery of the consideration for such leased real property as provided herein, the Operating Partnership will acquire a valid leasehold interest thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the Operating Partnership Agreement. No Initial Property Owner The Contributor has not received any written notice of any material uncured default under any of the real property leases pursuant to which it leases such Properties, and to the Contributors’ Contributor's knowledge there is no material uncured default by any landlord thereunder. (c) Each Initial Property Owner has , except in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of such Initial Property Owner, as listed on Schedule 4.04(c) hereto. (d) Except for matters set forth on Schedule 4.04(d) hereto and except each case as would not reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in default under any such material agreement affecting any Property, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any asset of the Contributor being contributed to the Operating Partnership, Initial Property Owners or the Properties and (3) to the Contributor’s knowledge, all agreements affecting any Property required for the continued ownership, use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (e) Schedule 4.04(e) sets forth information with respect to the Leases of each Property which is true and accurate in all material respects, including the tenant, lease term expiration date and current rent terms. No renewal options exist that are not otherwise specified in the Leases. Subject to the terms of any ground lease identified on Schedule 4.04(e), no party has any rights of possession or occupancy to any of the Properties, except for such rights as arise pursuant to the Leases as may be reflected in the Title Policies. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.04(e), (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any Lease, is in monetary default or material non-monetary default under such Lease, (2) no Contributor has received any written threat nor, to the Contributor’s knowledge, has any event occurred, which with or without the passage of time or the giving of notice, or both, would constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) no Contributor has a reason to believe or has received written notice that the leases (and all amendments thereto or modifications thereof) to which the Initial Property Owners are a party or by which the Initial Property Owners are bound or subject (collectively, the “Leases”) are not valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There exists no matured unfulfilled obligation on the part of any Contributor, Initial Property Owner or any Property to dedicate or grant an easement or easements over any portion or portions of any of the Property to any Governmental Authority. (f) To each Contributor’s knowledge, all the buildings, fixtures and leasehold improvements used by any Initial Property Owner (or its agents) or any Property in connection with the use and operation of the improvements located on the Properties are located on such Property. Each of the Properties abuts on at least one side a public street or road so as to provide and permit adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (g) Except as shown on Schedule 4.04(g), there are no material defects in the Properties known to any Contributor or any Initial Property Owner, including all systems therein, all structural components of the buildings located thereon (including, without limitation, the roof and the exterior walls and all operating systems, including, without limitation, the air conditioning system, the heating system, the plumbing system, the electrical system, the fire alarm system, if any, and the sprinkling system, if any). To each Contributor’s knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of each Property are installed to the boundary of such Property, are connected with valid permits, comply with all applicable governmental requirements and are adequate to service the Property for its current use, and no utility deposits are on deposit with respect to any such facilities.

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

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