REIT Seller owns the Units, each REIT owns all of the Intermediate Interests in such REIT’s corresponding Mezz Owner, and each Mezz Owner owns all of the Intermediate Interests in such Mezz Owner’s corresponding REIT Property Owner, in each case free and clear of any and all liens, claims or encumbrances other than those relating to the indebtedness of each Mezz Owner that will be repaid by each Mezz Owner on or prior to Closing.