Real Estate Taxes. During the Term of this Lease Agreement and any renewals or extensions thereof, [[Organization B:Organization]] shall pay its pro rata share of the Real Estate Taxes. The term “Real Estate Taxes” herein shall mean the total of all taxes, fees, charges and assessments, general and special, ordinary and extraordinary, foreseen and unforeseen, which become due or payable against or upon the Building or the parcel(s) of land upon which it is located. All reasonable attorneys’ fees and other reasonable costs and expenses incurred by [[Organization A:Organization]] during negotiations for or contests of the amount of Real Estate Taxes shall be included within the term “Real Estate Taxes”. The term “Real Estate Taxes” shall not include # federal, state or local income taxes, or any other tax measured by [[Organization A:Organization]]’s income or the rents paid at the Building; # franchise, gift, transfer, excise, transfer, capital stock, estate, succession or inheritance taxes; and # penalties or interest on late payment of Real Estate Taxes. In the event the taxing authorities include in the Real Estate Taxes the value of any machinery, equipment, inventory or other personal property or assets of [[Organization B:Organization]], then [[Organization B:Organization]] shall pay, as Additional Rent, all of the taxes attributable to such items in addition to its pro rata share of said aforementioned Real Estate Taxes.

Except as could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries has # good and marketable fee title to all of its owned Real Property Assets and # good and valid title to the leasehold estates in all of the leased Real Property Assets, in each case free and clear of all Liens except Permitted Liens.

Notwithstanding anything to the contrary contained herein, no Borrower will, and no Borrower will permit any of the other Loan Parties to grant a Lien on, or otherwise encumber, aside from any Permitted Liens, the real property identified as Parcel ​, representing 2.7 acres in Titusville, PA 16354 owned by Castle.

a Maryland real estate investment trust

F. Saul Real Estate Investment TRUST, a Maryland unincorporated business trust

​, a Maryland real estate investment trust

“REIT” means a Person qualifying for treatment as a “real estate investment trust” under the Code.

“Company” shall mean Cousins Properties Incorporated, a Georgia real estate investment trust, and any successor company.

“REIT Status” means, with respect to any Person, the qualification of such Person as a real estate investment trust under the provisions of [Sections 856] et seq. of the Code.

The Company does not have any Subsidiary or otherwise own any equity interest in any Person, except that if the First Closing occurs after March 31, 2016, the Company may own outstanding equity interests of a Person that is a real estate investment trust under Section 856 of the Code, which equity interests are listed on a recognized stock exchange, in such minimal amount as is reasonably necessary to qualify the Company as a real estate investment trust under Section 856 of the Code.