Common use of Property Clause in Contracts

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All (a) Seller has, and will convey to Purchaser at the Closing, good and marketable title, such as is insurable by any reputable title insurance company, to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. No lien, judgment or encumbrance which (A) does not specifically pertain to the Real Property and (B) is insured by the title company insuring Purchaser’s title to the Real Property, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice of any material uncured current violations, citations, summonses, subpoenas, compliance orders, directives, suits, other legal processes, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property, and, except as would not reasonably be expected, individually or in the aggregate, to materially affect Purchaser’s use and enjoyment of the Borrower’sOwned Real Property, there is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened before any governmental authority that relates to Seller or the other Obligors’ and their respective Subsidiaries’ properties are in good repair and Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches, nor, to Seller’s knowledge, has any such proceeding been threatened. (d) Seller has received no written notice of any material default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and, to Seller’s knowledge, no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Real Property (other than the Branch Leases), and the Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, that would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) Seller has valid title to its Personal Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and has the right to sell, convey, transfer, assign and deliver to Purchaser all of the Personal Property. The Personal Property is in working order in all material respects (subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect).

Property. All of 6.1 The Purchaser shall be allowed up to and including the Borrower’sClosing Date, which shall be referred to as the other Obligors’ “Due Diligence Period”, to satisfy itself that: (a) the title to the Property is good and their respective Subsidiaries’ properties are in good repair free from restrictions, mortgages, charges, liens and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing encumbrances except as of the date of acquisition of such property as permitted otherwise specifically provided in this SectionAgreement and save and except for: (i) any registered restrictions or covenants that run with the Property, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses provided that such property is not have been complied with, (ii) any registered municipal agreements and agreements with publicly regulated utilities, provided that such have been complied with, (iii) any easements and rights- of-way, provided that such have been complied with, (iv) any qualifications, reservations, provisos and limitations contained in violation of or imposed by any applicable statute and/or any authority having jurisdiction over the representations and covenants set forth Property provided that such have been complied with, (v) any discrepancies in this Agreement, unless such violation has been title or possession which would be disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(eeby an up-to-date survey; (b) hereto, there are no pending eminent domain proceedings against outstanding orders, deficiency notices or directives issued by any property federal, provincial or municipal authority affecting the Property; and 6.2 If, within the Due Diligence Period, the Purchaser notifies the Vendor or the Vendors’ Solicitors of any valid objection to title or to any outstanding order, deficiency notice or directive or to the fact that the present use of the BorrowerProperty may not be lawfully continued and which the Vendors are unable or, in their discretion, determine not to remove, remedy or satisfy and which the Purchaser will not waive, this Agreement shall, notwithstanding any intermediate acts or negotiations in respect of any such matter, be at an end, then the Vendor shall refund to the Purchaser the amount paid without interest or penalty and the Vendor shall not be liable for any costs or damages or other claims. Save as to any valid objection so made within the Due Diligence Period, and except for any objection going to the root of the title, the other Obligors or their respective Subsidiaries or any part thereof, and, Purchaser shall be conclusively deemed to have accepted the Vendors’ title to the knowledge Property. 6.3 The Purchaser shall not call for the production of any title deed, abstract, survey or other evidence of title to the Property except as are in the control or possession of the BorrowerVendor. The Vendor agrees that the Vendor will deliver any sketch or survey of the Property in the Vendor’s control or possession to the Purchaser as soon as practicable and prior to the last day allowed for examining title to the Property. The Purchaser shall be solely liable for the cost of any up-to-date survey, no such proceedings are presently threatened surveyor's description or reference plan of the Property that may be required in connection with the completion of the transaction contemplated by this Agreement. 6.4 The Vendor, upon the request of the Purchaser, shall forthwith deliver letters in a form satisfactory to the Purchaser addressed to such governmental authorities as may be reasonably requested by the Purchaser or its solicitors authorizing the release of any taking authority whichinformation as to compliance matters which such governmental authorities may have pertaining to the Property; provided, in all however, that nothing herein contained shall be deemed to authorize or permit the Purchaser to request any governmental or municipal inspections of the Property. If this Agreement is not completed the Purchaser shall keep any such eventsinformation strictly confidential and shall not use it for any purpose whatsoever. 6.5 There is no condition, individually representation or warranty of any kind, express or implied, that the condition of the Property shall be appropriate for any particular use, unless expressly set out herein, or that the present use by the Vendor or the future intended use by the Purchaser is or will be lawful or permitted, or that any sketch or survey delivered by the Vendor to the Purchaser is complete or accurate. Without limiting the generality of the foregoing, this Agreement shall not be affected by any change in the aggregate have had zoning or could reasonably be expected to have a Material Adverse Effect. None use of the property Property prior to completion. The Vendor shall not apply for any change in zoning after the Acceptance Date and prior to completion or termination of this transaction, without the Borrower, the other Obligors Purchaser's prior written approval or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectconsent.

Property. All The applicable Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in its Statutory Statements as being owned by such Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all material Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use or value (as reflected in each Company’s financial statements) of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use or value (as reflected in each Company’s financial statements) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Statutory Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties, the other Obligors’ “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Seller’s knowledge, the lessor. The Companies and their respective Subsidiaries’ properties are Subsidiaries own and have good and valid title to, or have valid rights to use, all material tangible personal property used by them in good repair connection with the conduct of their businesses, in each case, free and condition, subject to ordinary wear and tearclear of all Liens, other than Permitted Encumbrances. To Seller’s knowledge, neither the whole nor any portion of the Real Property (x) with has been damaged in any material respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and or destroyed or (y) where the failure of the properties of any Subsidiary of the Borrower is being or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid condemned or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated otherwise taken by any public authority, nor has any such condemnation or taking authority which, been threatened in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectwriting.

Property. All Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Company, threatened condemnation proceedings against the BorrowerReal Property. Company and its Subsidiaries are in compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Company and its Subsidiaries own and have good and valid title to, or contemplated have valid rights to use, all material tangible personal property used by any taking authority whichthem in connection with the conduct of their businesses, in each case, free and clear of all such eventsLiens, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectthan Permitted Encumbrances.

Property. All The Company or a Company Subsidiary (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties, the other Obligors’ “Company Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. The Company Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Company Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, no such threatened condemnation proceedings against the Company Real Property. The Company and its Subsidiaries are presently threatened or contemplated by any taking authority whichin compliance with all applicable health and safety related requirements for the Company Real Property, in all such events, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All (a) Neither Foamix nor the Foamix Subsidiary owns any real property. Neither Foamix nor the Foamix Subsidiary is party to any agreement or option to purchase any real property. (b) Section 3.17(b) of the Borrower’sFoamix Disclosure Letter sets forth a true and correct list of each lease, license, sublease or similar occupancy agreement (each, a “Foamix Real Property Lease”) (showing the other Obligors’ parties thereto and their respective Subsidiaries’ properties location) under which Foamix or the Foamix Subsidiary is lessee, sublessee or licensee of, or holds, uses or operates, any material real property owned by any third Person (the “Foamix Leased Real Property”). The Foamix Real Property Leases are valid, binding, and in good repair full force and condition, subject to ordinary wear effect and tearfree and clear of all Liens, other than (x) with respect to deferred maintenance existing as Permitted Real Property Liens. Neither Foamix nor the Foamix Subsidiary has collaterally assigned, transferred or pledged any interest in any of the date of acquisition of such property as permitted in this Section, and Foamix Real Property Leases. (yc) where Neither the failure whole nor any part of the properties of Foamix Leased Real Property is subject to any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security pending suit for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate condemnation or other taxes or assessments on or against taking by any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofpublic authority, and, to the knowledge Knowledge of the BorrowerFoamix, no such proceedings are presently condemnation or other taking is threatened or contemplated by contemplated. Neither Foamix nor the Foamix Subsidiary has leased, subleased, licensed, or otherwise granted to any taking authority whichPerson the right to use or occupy any portion of the Foamix Leased Real Property. To the Knowledge of Foamix, in all such eventsbuildings, structures, facilities and improvements located on the Foamix Leased Real Property, including buildings, structures, facilities and improvements which are under construction (collectively, the “Foamix Improvements”) comply with all applicable requirements of Laws, except as would not, individually or in the aggregate have had or could aggregate, reasonably be expected to have a Foamix Material Adverse Effect. None To the Knowledge of the property of the BorrowerFoamix, the other Obligors or their respective Subsidiaries is now damaged or injured Foamix Improvements are (A) in good operating condition and repair (ordinary wear and tear excepted) and (B) sufficient for continued use in the manner in which they are presently being used, except as a result of any firewould not, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could aggregate, reasonably be expected to have any a Foamix Material Adverse Effect.

Property. All (a) The Company and the Subsidiaries have good title to all assets other than the Real Property (as defined herein) necessary to conduct the business of the Borrower’s, Company as currently conducted except to the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where extent the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor this representation and warranty to be in good repair and condition has true would not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation Effect. (b) Section 4.20 of the environmental condition Company Disclosure Letter contains a complete and accurate legal description of each Property as parcel of real property owned, leased or used in any manner by the later of Company and the date of the Borrower’sSubsidiaries (collectively, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons"REAL PROPERTY"), including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportindicating, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that case, whether such property is not in violation owned or leased. The Real Property constitutes all of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing Real Property necessary to the Agent conduct of the Business as currently conducted. The Company and remediation actions satisfactory its Subsidiaries have good and marketable title to Agent are being takenthe Real Property which it owns and to all plants, buildings and improvements thereon, free and clear of any Liens, claims, charges, imperfections of title, encroachments, easements, rights-of-way, squatters' rights, encumbrances, covenants, conditions or restrictions of any kind or nature whatsoever, other than those described in Section 4.20 of the Company Disclosure Letter. (c) The Company and the Subsidiaries have a valid and enforceable leasehold interest, free and clear of all Liens, in each parcel or tract of leased Real Property attributable to it pursuant to a lease (the "LEASES"). The Company or the Subsidiaries, as applicable, has performed all of the obligations required to be performed by the tenant under the Leases, possesses and quietly enjoys the Real Property demised under each of the Leases and has not released any of its rights under the Leases. (d) Neither of the Company or the Subsidiaries is a foreign person within the meaning of Section 1445 of the Code. 28 (e) There are no unpaid or outstanding real estate or other taxes or assessments on or against not currently any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, no such threatened (i) condemnation, eminent domain or similar proceedings are presently threatened that would affect any parcel of Real Property, or contemplated (ii) any future improvements by any taking authority whichGovernmental Entities, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None any part of the property cost of which would be assessed against the Real Property. Since the Balance Sheet Date, all Real Property has been maintained, repaired and replaced consistent with past practice in a manner that is appropriate for the continued operation of the Borrowerbusiness of the Company. To the knowledge of the Company, the ownership, occupancy, operation or use by the Company of each parcel of Real Property including, without limitation, all buildings, structures and improvements located on such property (i) complies with and does not violate any restriction imposed by any declaration, covenant running with the land, lease, permit, deed of restriction or other Obligors contract affecting such Real Property; (ii) complies with and does not violate any Law, including, without limitation, fire and zoning Laws; and (iii) there are no pending changes in Laws affecting any of the Real Property (including zoning) that will render any part of the business of the Company as presently conducted illegal or their respective Subsidiaries uneconomical. To the knowledge of the Company, there is now damaged no plan, study or injured as a result effort with respect to any of the Real Property by any Governmental Authorities or of any fire, explosion, accident, flood or other casualty in Person that could adversely affect any manner which individually or in of the aggregate has had or could reasonably be expected to have any Material Adverse Effectbusiness of the Company.

Property. All (a) Except as would not have, individually or in the aggregate, an AMID Material Adverse Effect, AMID or a Subsidiary of AMID owns and has good title to all of its owned real property (other than severed oil, gas and/or mineral rights and other hydrocarbon interests) and good title to all its owned personal property, and has valid leasehold interests in all of its leased real properties (other than hydrocarbon interests) free and clear of all Liens, in each case, sufficient to conduct their respective businesses as currently conducted (except in all cases for Liens permissible under or not prohibited by any applicable material loan agreements and indentures (together with all related mortgages, deeds of trust and other security agreements)). Except as would not have, individually or in the Borrower’saggregate, an AMID Material Adverse Effect, all leases under which AMID or any of its Subsidiaries lease any real or personal property (other than hydrocarbon interests) are valid and effective against AMID or any of its Subsidiaries and, to the Knowledge of AMID, the other Obligors’ and counterparties thereto, in accordance with their respective terms, and there is not, under any of such leases, any existing material default by AMID or any of its Subsidiaries or, to the Knowledge of AMID, the counterparties thereto, or, to the Knowledge of AMID, any event which, with notice or lapse of time or both, would become a material default by AMID or any of its Subsidiaries’ properties , or, to the Knowledge of AMID, the counterparties thereto. (b) AMID and its Subsidiaries have such rights-of-way as are sufficient to conduct their businesses in good repair all material respects as currently conducted, except where the cost(s) of curing the failure(s) to obtain such such rights-of-way, would not, individually or in the aggregate, have an AMID Material Adverse Effect. Except as would not, individually or in the aggregate, have an AMID Material Adverse Effect, each of AMID and condition, subject to ordinary wear its Subsidiaries has fulfilled and tear, other than (x) performed all its obligations with respect to deferred maintenance existing such rights-of-way which are required to be fulfilled or performed as of the date of acquisition this Agreement (subject to all applicable waivers, modifications, grace periods and extensions) and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for rights reserved to, or vested in, any municipality or other Governmental Authority or any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate or to require annual or other periodic payments as a condition to the continuance of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectright.

Property. All of the Borrower’s, the other ObligorsLoan Parties’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to (i) deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.19, (ii) Projects currently under development and (yiii) where defects relating to properties other than properties in the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Unencumbered Pool which would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has Loan Parties further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of (a) the approximate date of the Borrower’s, the ObligorsLoan Parties’ or the applicable Subsidiary’s such Subsidiaries’ purchase thereof or (b) the approximate date upon which such property was last security for Indebtedness of such PersonsBorrower or such Subsidiary if such financing was not closed on or about the date of the acquisition of such property to the extent such an investigation was required by the applicable lender, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer consultant in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation as to properties in the Unencumbered Pool has been disclosed in writing to the Administrative Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any Loan Party or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of included within the Borrower, the other Obligors or their respective Subsidiaries or any part thereofUnencumbered Pool, and, to the best knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which individually or in the aggregate have had or could reasonably be expected to have would constitute a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any would constitute a Material Adverse Effect. The Projects owned by Parent, each of the other Loan Parties and their respective Subsidiaries as of the date hereof, are set forth on Schedule 4.19 hereto.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ ' properties are in good repair and conditioncondition in all material respects, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 6.22. Without limiting the foregoing, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental physical condition of each Property such property as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such PersonsSubsidiary, or their predecessors, including without limitation an analysis of the structural condition and existence of any material deferred maintenance, and such property is in good condition, order and repair, and any material deferred maintenance existing as of the date of acquisition of such property has been corrected or satisfactory remediation actions are being taken. The Borrower further has completed an appropriate investigation of the environmental condition of each such property as of the later of the date of the Borrower's or such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such Subsidiary, or their predecessors, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries which are delinquentpayable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All Target or one of its Subsidiaries (a) has fee simple title to all the properties and assets reflected in the latest audited balance sheet included in such Target SEC Reports as being owned by Target or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Target on the date hereof or otherwise materially impair business operations at such properties, as conducted by Target on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by Target on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Target SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Target’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Target or one of its Subsidiaries or, to Target’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Target, threatened condemnation proceedings against the BorrowerReal Property (except with respect to properties that have been obtained through foreclosure or by deed-in-lieu of foreclosure). Target and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Real Property (except with respect to properties that have been obtained through foreclosure or by deed-in-lieu of foreclosure), no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Target currently maintains insurance on all its property, including the Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Target has not received any notice of termination, nonrenewal or premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All As used herein, “Property” shall mean the Land and all of Optionor’s right, title and interest in and to (i) all adjacent streets, alleys and rights of way appertaining to the Land, together with all of the Borrower’srights, benefits, licenses, interests, privileges, easements, tenements, hereditaments and appurtenances on the Land or in anywise appertaining to the Land, (ii) all buildings, structures, fixtures and other Obligors’ improvements situated on the Land or hereinafter constructed or acquired and their respective Subsidiaries’ properties are in good repair and conditionsituated on the Land, subject to ordinary wear and tear, but excluding any fixtures owned by any tenant or other than (x) with respect to deferred maintenance existing as occupant of the date of acquisition of such property as permitted in this Section, and Land or Improvements (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriateeach, a “Phase II” reportTenant”) under a Lease (as hereinafter defined) (the “Improvements”), (iii) all tangible personal property located on, and used in each case prepared by a recognized environmental engineer connection with, the Land and the Improvements, including, without limitation, all building materials, supplies, hardware, carpeting and other inventory located on or in accordance the Land or the Improvements and maintained in connection with customary standards which discloses that such property is not in violation the ownership and operation of the representations Land, but excluding any such items owned by Tenants (the “Personal Property”), (iv) all leases, subleases, licenses, and covenants set forth in this Agreement, unless such violation has been disclosed in writing occupancy agreements relating to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid all or outstanding real estate or other taxes or assessments on or against any property portion of the Borrower, Land or the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, Improvements and, to the knowledge extent the following items are assignable and relate solely to the Land, the Improvements and/or the Personal Property (collectively, the “Leases”), together with all rents and other sums due thereunder from and after the “Closing Date” (as defined below) (collectively, the “Rents”) and any and all cash security deposits, letters of credit and other credit enhancements delivered by any Tenant in connection therewith which have not been applied to the satisfaction of the Borrowerobligations under the Leases prior to the Closing Date in accordance with the terms of this Agreement (the “Security Deposits”), no such proceedings are presently threatened and (v) all assignable service contracts and agreements, governmental permits, entitlements, licenses and approvals, warranties and guarantees received in connection with any work or contemplated by services performed with respect thereto, or equipment installed therein, tenant lists, advertising material, telephone exchange numbers, all trademarks and tradenames, non-confidential books, records and property files and the “declarant” or the benefiting party’s interest under any taking authority whichcovenants, in all such eventsconditions and restrictions, individually reciprocal easement or in parking agreements or similar documents or instruments affecting the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of Land and/or the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectimprovement.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (xa) with respect to deferred maintenance existing Except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could and would not reasonably be reasonably expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has good and valid title to, or in the case of leased personal property assets, valid leasehold interests in, all tangible personal property currently used in the operation of the business of the Company and its Subsidiaries free and clear of any Liens, except Permitted Liens. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the tangible personal property currently used in the operation of the business of the Company and its Subsidiaries is in good working order (reasonable wear and tear excepted). (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, either the Borrower Company or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation a Subsidiary of the environmental condition Company has a good and valid leasehold (or, as applicable, license or other) interest in all leases, subleases and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Section 3.16(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of all Company Leased Real Property as of the later date hereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Company Real Property Lease (A) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions and (B) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease, and (C) to the knowledge of the Company, no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person any right to use or occupy Company Leased Real Property, which sublease, license or other grant is material to the Company and its Subsidiaries, taken as a whole. (c) Section 3.16(c) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of all real property owned by the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a Company and its Subsidiaries (“Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentCompany Owned Real Property”). Except as set forth has not had and would not reasonably be expected to have, individually or in Schedule 6.1(ee) heretothe aggregate, there are no pending eminent domain proceedings against any property of a Material Adverse Effect on the BorrowerCompany, the Company or its Subsidiaries, has valid and marketable title to the Company Owned Real Property, including all appurtenances thereto and fixtures thereon, free and clear of any and all Liens except Permitted Liens. Neither the Company nor any of its Subsidiaries is currently leasing, licensing or otherwise granting any person any right to use or occupy Company Owned Real Property, which lease, license or other Obligors grant is material to the Company and its Subsidiaries, taken as a whole. (d) Except as has not had and would not reasonably be expected to have, individually or their respective in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has received written notice of any proceedings in eminent domain, condemnation or any part thereofother similar proceedings that are pending, and, to the knowledge of the BorrowerCompany, there are no such proceedings are presently threatened or contemplated by affecting any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property Company Owned Real Property or Company Leased Real Property. (e) Section 3.16(e) of the BorrowerCompany Disclosure Schedule sets forth, as of the other Obligors or their respective Subsidiaries is now damaged or injured date of this Agreement (i) all retail store locations that will be closed as a result of an executed lease buyout or termination agreement; (ii) all new retail store locations that the Company expects to open on a parcel of Company Owned Real Property or Company Leased Real Property; and (iii) all retail store locations that are under renovation or construction (excluding renovations and construction for any firesingle store location that do not exceed $100,000), explosion, accident, flood together with the budgeted renovation or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectconstruction costs.

Property. All (a) Section 2.18(a) of the Borrower’sDisclosure Schedule sets forth a list of all real property owned in fee by the Company. The Company has good and valid title to all such real property, free and clear of all Liens known to the Company except (i) Liens for taxes, assessments and other Obligors’ and their respective Subsidiaries’ properties governmental charges that are not delinquent or that are being contested in good repair faith and conditionin respect of which adequate reserves have been established, (ii) mechanics', materialmen's, carriers', workmen's, warehousemen's, repairmen's landlord's or other similar Liens securing obligations that are not due and payable or that are being contested in good faith and in respect of which adequate reserves have been established, (iii) imperfections of title and Liens that do not and would not reasonably be expected to detract materially from the value or materially interfere with the present use of the properties subject thereto or affected thereby, and (iv) in the case of any real property subject to ordinary wear a title commitment described in Section 2.18(a) of the Company Disclosure Schedule, imperfections of title and tearLiens that are shown on such title commitment or are otherwise of record (collectively, other than "Permitted Liens"). (xb) with respect to deferred maintenance existing Section 2.18(b)(i) of the Company Disclosure Schedule sets forth a correct and complete list of all real property leased by the Company, as lessor or lessee (or under which the Company otherwise has any liability), as of the date of acquisition of such property as permitted in this Sectionhereof, and (y) where the failure name of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of lessor, the date of the Borrower’s, lease (the Obligors’ or "Leases") pertaining thereto and each amendment to the applicable Subsidiary’s purchase thereof or the date upon which Lease. All such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer Leases are valid and binding in accordance with customary standards which discloses that such property their respective terms and the Company is not in violation of the representations and covenants set forth default in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentmaterial respect under any Lease. Except as set forth in Schedule 6.1(eeSection 2.18(b)(ii) hereto, there are no pending eminent domain proceedings against any property of the BorrowerCompany Disclosure Schedule, the other Obligors execution and delivery of this Agreement by the Company and the consummation of the Transactions, including the Merger, does not and will not result in a breach or their respective Subsidiaries violation of, or any part thereofconstitute a default or an event that, andwith the passage of time or the giving of notice, or both, would constitute a default, give rise to a right of termination, modification (including as to the knowledge amount, timing or nature of lease payments), cancellation or acceleration or require the consent or approval of any party (other than the Company) under any Lease. Section 2.18(b)(i) of the BorrowerCompany Disclosure Schedule also sets forth a list of all restaurants or bakeries owned or operated by the Company, no together with the addresses of such proceedings are presently threatened restaurants or contemplated by any taking authority whichbakeries. The Company has duly given the notice required under the Commercial Lease between the Company and Runhil Investment Co., in all such eventsas landlord, individually or in for the aggregate have had or could reasonably be expected premises located at 115 ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ renew this Lease for a five year renewal term, and the term of this Lease will expire December 31, 2005. The Company has, prior to have a Material Adverse Effect. None the date hereof, delivered true, complete and correct copies of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected Leases to have any Material Adverse EffectNewco.

Property. (a) All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties Unencumbered Properties are in good repair condition and condition, working order subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as tear and casualty and condemnation permitted in the Loan Documents. All of the date other Real Estate of acquisition EPR and its Subsidiaries is in good condition and working order subject to ordinary wear and tear and casualty and condemnation permitted in the Loan Documents, except for such portion of such property as permitted in this Section, Real Estate which is not occupied by any tenant and (y) where the such failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has would not had or could not be reasonably expected to have a Material Adverse Effect on either Effect. Such Real Estate (including any property encumbered by an EPR Senior First Mortgage), and the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’suse and operation thereof, the Obligors’ or the is in material compliance with all applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Personszoning, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations building codes and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takenother applicable governmental regulations. There are no unpaid or outstanding real estate or other taxes or assessments on or against any of the Unencumbered Properties which are payable by a Subsidiary Borrower or any mortgagor under any EPR Senior First Mortgage (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement or the applicable Leases). There are no unpaid or outstanding real estate or other taxes or assessments on or against any other property of the Borrower, the other Obligors EPR or their respective any of its Subsidiaries or on any property encumbered by an EPR Senior First Mortgage which are delinquentpayable by any of such Persons in any material amount (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of EPR or any its Subsidiaries or any of the Borrower, the other Obligors or their respective Subsidiaries property encumbered by an EPR Senior First Mortgage or any part thereof, and, to the knowledge of the BorrowerBorrowers, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had or could reasonably be expected to have a any Material Adverse Effect. None of the property of EPR or its Subsidiaries or any of the Borrower, the other Obligors or their respective Subsidiaries property encumbered by an EPR Senior First Mortgage is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effect; (b) If the Unencumbered Property and improvements are located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency, such Unencumbered Property and improvements are and will continue to be covered by special flood insurance under the National Flood Insurance Program; (c) None of the Subsidiary Borrower, EPR or any other Subsidiary is the mortgagor under any mortgage, deed of trust, or similar instrument encumbering the Unencumbered Property; (d) Except with respect to that encumbered by an EPR Senior First Mortgage, the Unencumbered Property has not been sold, mortgaged or underwritten to obtain financing (whether or not such financing constitutes Indebtedness) under any financing arrangement other than the financing evidenced by the Facility or, in the case of underwriting only, other financing permitted under this Agreement; (e) All necessary certificates of occupancy have been obtained and shall be maintained with respect to the Unencumbered Property; (f) The Unencumbered Property is a Real Estate asset for which the Borrowers have conducted their customary due diligence and review, including inspection of the Real Estate, and such customary due diligence and review have not revealed facts that would adversely affect the value of the Real Estate; (g) Except with respect to that encumbered by an EPR Senior First Mortgage, a Subsidiary Borrower holds good and marketable fee simple title to or a valid and subsisting leasehold interest in each parcel of Unencumbered Property, and has obtained a Title Policy with respect thereto, subject only to the Permitted Liens, a copy of which such Title Policy, Borrower shall make available to Agent upon request therefor; (h) The Borrowers have complied with all other applicable conditions set forth in this Agreement with respect to inclusion and retention of the Real Estate as an Unencumbered Property; and (i) Notwithstanding anything in this Agreement to the contrary, so long as no Event of Default exists a Subsidiary Borrower may sell or otherwise dispose of, or permit the sale or other disposition of, portions of Unencumbered Property that consist of undeveloped land or other property which is non-income producing (including, in the case of an EPR Senior Property Loan, releasing the Subsidiary Borrower’s mortgage lien on such undeveloped land or other non-income-producing property) in each case provided that the Borrowers are in compliance with the provisions of Section 9.1(a) at the time of, and after giving effect to, such sale or other disposition.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ properties are ' Real Estate is in good repair condition and condition, working order subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property owned or leased by the Borrower or its Subsidiaries as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last given as security for Indebtedness of the Borrower or such PersonsSubsidiary, including preparation or updating of a “"Phase I” " report and, if appropriaterecommended by the "Phase I" report, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries which are delinquentpayable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable or are being protested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All 16.1 The Property comprises all the lands and buildings occupied by the Company under lease and Schedule 7 contains full particulars of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as title of the date Company thereto. 16.2 The Company has a good and marketable title to the Property free from all leases, subleases, tenancies, sub-tenancies, licences or agreements relating to the occupation or user thereof. 16.3 There has been no breach of acquisition any covenants restrictions and conditions touching or concerning the Property and no notice of any alleged breach of such property as permitted kind has been given to the Company. 16.4 All outgoings of whatsoever nature in this Section, and (y) where the failure respect of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to Property have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. paid. 16.5 There are no unpaid outstanding orders or outstanding real estate notices issued by any Government, County, Local or other taxes or assessments on or against any property Authority in respect of the BorrowerProperty. 16.6 Neither the Property nor the Company as owner or occupier thereof is: (a) subject to any easements, the other Obligors rights, covenants, servitudes, obligations, restrictions or their respective Subsidiaries conditions which are delinquent. Except of an unusual or onerous nature or which materially and adversely affect the use or continued use of any of the Property for the purposes for and the extent to or the manner in which it is now used; or (b) affected by any planning application or any enforcement notice which has not been complied with, 16.7 The title to the Property is properly constituted by and can be deduced from documents of title which are in the possession and under the control of the Company and which have been duly stamped and (where appropriate) registered. 16.8 The Property is in good and substantial repair and fit for the purposes for which it is presently used. 16.9 In respect of all leases held by the Company: (a) the Company has paid the rent and observed and performed the covenants on the part of the tenant and the conditions therein contained and the last demand (or receipt for rent if issued) was unqualified, (b) all licences, consents and approvals required from the landlords and any superior landlords have been obtained by the Company as set forth tenant and its predecessors (if any) and the covenants on the part of the tenant contained in Schedule 6.1(eethe licences, consents and approvals have been duly performed and observed, (c) hereto, there is not outstanding and unobserved or unperformed any obligation necessary to comply with any notice or other requirement given by any landlords thereunder. (d) there are no pending eminent domain proceedings against circumstances which would entitle or require any property person to exercise any power of entry upon or of taking possession of the Borrower, Property or which would restrict or terminate the other Obligors continued possession or their respective Subsidiaries or any part thereof, and, to the knowledge occupation of the Borrower, Property. (e) the Company has received no such proceedings are presently threatened or contemplated by complaint of breach of any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of covenants, obligations agreements and stipulations on its part therein contained and so far as the Borrower, Warrantors are aware the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in Company has performed the aggregate has had or could reasonably be expected to have any Material Adverse Effectsame.

Property. All of the Borrower’s, the other ObligorsRelated Companies’ and their respective Subsidiariesthe Controlled Unconsolidated Entities’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s, the ObligorsRelated Companies’ or the applicable Subsidiary’s Controlled Unconsolidated Entities’ purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsPerson, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Related Companies or their respective Subsidiaries the Controlled Unconsolidated Entities which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) 6.22 hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Related Companies or their respective Subsidiaries the Controlled Unconsolidated Entities or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None To Borrower’s knowledge after due inquiry and investigation none of the property of the Borrower, the other Obligors Related Companies or their respective Subsidiaries the Controlled Unconsolidated Entities is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All of the Borrower’s's, the other Obligors’ Guarantors' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s's, the Obligors’ Guarantors' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower, the Guarantors or such PersonsSubsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Guarantors or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower or the Guarantors. None of the property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower or the Guarantors.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property Section 4.15 of the Borrower, the other Obligors Company Disclosure Schedule or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventswould not, individually or in the aggregate aggregate, have had or could reasonably be expected to have a Company Material Adverse Effect. None : (i) the Company and each of its Subsidiaries has good, valid and marketable title to, or a good and valid leasehold or sublease interest or other comparable contract rights in or relating to, all of the property real and other properties and assets which are reflected on the most recent consolidated balance sheet of the BorrowerCompany as being owned by the Company or one of its Subsidiaries or have been acquired after the date hereof, in each case free and clear of any Liens other than under the Credit Facility, except as have been disposed of in the ordinary course of business consistent with past practice; (ii) the Company and each of its Subsidiaries have complied with the terms of all leases or subleases to which it is a party and under which it is in occupancy, and all leases to which the Company is a party are valid, binding and in full force and effect; (iii) neither the Company nor any of its Subsidiaries has received any written notice of any material default with respect to any lease or sublease to which it is a party which default continues on the date of this Agreement; (iv) the use and operation of the owned and leased real property used by the Company and its Subsidiaries do not violate any Law, covenant, condition, restriction, easement, license, permit or agreement and (v) neither the Company nor any of its Subsidiaries has received written notice from any lessor with respect to the termination, non-renewal or renegotiation of the terms of, and to the Knowledge of the Company, no lessor intends to terminate, not renew or renegotiate the terms of, any such lease. Section 4.15 of the Company Disclosure Schedule lists all material real property leased by the Company and its Subsidiaries, and the address, landlord and tenant for each such lease. The real property owned by the Company and its Subsidiaries has a fair value that does not exceed $10 million in the aggregate. As used in this Section 4.15, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of term “Subsidiary” excludes any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectAffiliated Medical Group.

Property. All of the Borrower’s, the other ObligorsLoan Parties’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to (i) deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.18, (ii) Projects currently under development and (yiii) where defects relating to properties other than the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Subject Property which would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has Loan Parties further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of (a) the approximate date of the Borrower’s, the ObligorsLoan Parties’ or the applicable Subsidiary’s such Subsidiaries’ purchase thereof or (b) the approximate date upon which such property was last security for Indebtedness of such PersonsLoan Party or such Subsidiary if such financing was not closed on or about the date of the acquisition of such property to the extent such an investigation was required by the applicable lender, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer consultant in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation as to the Subject Property has been disclosed in writing to the Administrative Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any Loan Party or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofSubject Property, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which individually or in the aggregate have had or could reasonably be expected to have would constitute a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any would constitute a Material Adverse Effect.

Property. All Parent and its Subsidiaries have good, valid and, in the case of real property, marketable title to, or valid leasehold or sublease interests or other comparable Contract rights in or relating to, all of the Borrower’sreal property and other tangible assets used in or necessary for the conduct of their business as currently conducted, including good and valid title to all real property and other tangible assets reflected in the other Obligors’ latest audited financial statements included in the Parent SEC Filings as being owned by Parent and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, its Subsidiaries or acquired after the date thereof (other than (x) with respect to deferred maintenance existing as property sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of acquisition of such property as permitted in this Section, all Liens except for Permitted Liens and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Liens that have not had or could and would not reasonably be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are collectively the lessee of all property material to the business of Parent and its Subsidiaries which is purported to be leased by Parent and its Subsidiaries and are in possession of such properties, and each lease for such property is valid and in full force and effect without default thereunder by the lessee or the lessor, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had or could and would not reasonably be expected to have a Parent Material Adverse Effect. None , all items of equipment and other tangible assets owned by or leased to Parent and its Subsidiaries are sufficient for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted), and are sufficient for the conduct of the property business of Parent and its Subsidiaries in the manner in which such business is currently being conducted and is proposed to be conducted. Section 5.16 of the Borrower, the other Obligors Parent Disclosure Letter lists all material real property and any material interest in real property owned by Parent or their respective Subsidiaries is now damaged or injured as a result any of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectits Subsidiaries.

Property. All Target or one of its Subsidiaries (a) has fee simple title to all the properties and assets reflected in the latest audited balance sheet included in such Target SEC Reports as being owned by Target or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Target on the date hereof or otherwise materially impair business operations at such properties, as conducted by Target on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by Target on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Target SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Target’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Target or one of its Subsidiaries or, to Target’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Target, threatened condemnation proceedings against the BorrowerReal Property. Target and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Target currently maintains insurance on all its property, including the Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Target has not received any notice of termination, nonrenewal or premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject It shall be a condition to ordinary wear and tear, other than Purchaser’s obligation to close hereunder that neither (x) the NG Partnership Interests Purchase and Sale Agreement shall have been terminated with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and NG Partnership Interests nor (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has the Harborside Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement shall have been disclosed in writing terminated with respect to more than two (2) of the Acquired Properties (exclusive of the NG Partnership Interests; it being agreed by Purchaser and Seller that a termination of the NG Partnership Interests Purchase and Sale Agreement with respect to the Agent NG Partnership Interests is addressed in the foregoing clause (x) and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property that the two (2) Acquired Properties referenced in the foregoing clause (y) shall not include the NG Partnership Interests for purposes of the Borrowerapplication of the foregoing clause (y)) (it being understood that a termination of this Agreement with respect to one or more of the separate sites constituting the Goodyear Properties or one or more separate sites constituting the CEVA Properties shall be deemed in both cases to be a termination of this Agreement with respect to only one Property notwithstanding the Lease with The Goodyear Tire & Rubber Company and the Lease with CEVA Freight, LLC cover multiple Properties). For clarification, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(eeparties agree that it is possible for a closing condition (A) hereto, there are no pending eminent domain proceedings against any property of under the BorrowerHarborside Purchase and Sale Agreement not to be satisfied (for example, the other Obligors bankruptcy of Schwab) which would allow Purchaser not to close and to terminate with respect to the Harborside Membership Interests but proceed to closing under this Agreement, the NG Partnership Interests Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement or their respective Subsidiaries or any part thereof(B) under the NG Partnership Interests Purchase and Sale Agreement not to be satisfied (for example, the bankruptcy of Northrop) which would allow Purchaser not to close and to terminate with respect to the NG Partnership Interests and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any firesuch termination, explosionthere would be a failure of a condition to close under this Agreement, accidentthe Harborside Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement which would allow Seller to terminate this Agreement, flood or other casualty in any manner which individually or in Harborside Seller to terminate the aggregate has had or could reasonably be expected Harborside Purchase and Sale Agreement and CTL Reston Seller to have any Material Adverse Effect.terminate the CTL Reston Member Interest Purchase and Sale Agreement; and” (b) Section 7.2.2 of the Agreement is hereby amended by adding the following Section 7.2.2(11) at the end thereof:

Property. All of the Borrower’s's, the other Obligors’ ' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ ' or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All The term “Property”, as used in this Mortgage, shall mean: (a) the land described in Exhibit A attached hereto, and all easements, rights, privileges and appurtenances thereto, and including all of Borrower’s right, title and interest in and to the rights-of-ways, streets, and alleys adjacent thereto, whether any of the same now exist or are hereafter acquired by reversion or otherwise; (b) the buildings and other structures and improvements now or hereafter upon the land, including all machinery, fixtures and equipment owned by the Borrower of every kind and nature whatsoever forming a part of said buildings or other structures (the “Improvements”) including all materials stored on the land for incorporation into the Improvements; (c) the lease or leases, now in existence or those which may be created in the future during the term of this Mortgage, which leases cover portions or all of the Property, and any extensions and renewals of any thereof and any guarantees of all present and future lessee’s obligations under any thereof, and all rents, income and profits arising from the leases and extensions and renewals thereof, if any, and together with all rents, income and profits due or to become due from any and all other tenancies for the use or occupation of the Property or any part thereof which may be created in the future during the term of this Mortgage, whether or not recorded, specifically excluding all duties or obligations of the Lender of any kind arising there under (the “Leases”); (d) all of the licenses, permits, approvals, agreements, Special Permits, Orders of Condition, Certificates of Compliance, and all of the Lender’s right, title and interest therein, whether now existing or hereafter acquired, related to the Property or the Improvements, either as constructed or to be constructed as part of any construction project contemplated in the Loan Agreement (the “Assigned Approvals”); and (e) all of the Borrower’s’s right, the other Obligors’ title and their respective Subsidiaries’ properties are in good repair interest in, to and conditionunder all architectural, subject to ordinary wear design and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectionconstruction agreements, and (y) where all other contracts, agreements, warranties, licenses, approvals, permits, plans and specifications whether now or hereafter existing and in any way relating, directly or indirectly to, or issued or prepared in connection with the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sProperty, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in connection with any contemplated construction on the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of Property (the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect“Plans and Specifications”).

Property. All SSTI or one of its Subsidiaries (each a “SSTI Property Owner”) owns fee simple title to each of the Borrower’sreal properties (or the applicable portion thereof) described in SSTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as being owned in fee, as adjusted to reflect purchases and sales since such date (collectively, the other Obligors’ and their respective Subsidiaries’ properties are “SSTI Properties”). Except as would not, individually or in good repair and conditionthe aggregate, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected likely to have a Material Adverse Effect on either with respect to SSTI, (i) the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation interests of the environmental condition SSTI Property Owners in SSTI Properties are good and marketable, and the same are owned free and clear of each Liens except for (A) Permitted Liens, (B) Property as Restrictions imposed or promulgated by Law or by any Governmental Authority and (C) such other Property Restrictions that are shown in any title insurance policy insuring SSTI’s or any of the later of the date of the Borrower’sits Subsidiaries’ fee simple to any SSTI Property, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses provided that such property is not in violation of the representations Permitted Liens and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent Property Restrictions are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventsnot, individually or in the aggregate have had or could aggregate, reasonably be expected likely to have a Material Adverse Effect. None Effect with respect to SSTI, (ii) except in the Ordinary Course, no SSTI Property requires any extraordinary capital expenditure by SSTI or any of its Subsidiaries, (iii) the execution and delivery of this Agreement by SSTI and Purchaser do not, and the performance of this Agreement by SSTI and Purchaser will not, violate any Lien on any SSTI Property, and (iv) as of the property date of this Agreement neither SSTI nor any of its Subsidiaries has granted any unexpired option agreements or rights of first refusal with respect to the Borrower, the purchase of a SSTI Property or any portion thereof or any other Obligors or their respective Subsidiaries is now damaged or injured as a result unexpired rights in favor of any firethird party to purchase or otherwise acquire a SSTI Property, explosionwhich, accidentin each case, flood or other casualty in any manner which individually or in would be accelerated by the aggregate has had or could reasonably be expected to have any Material Adverse EffectMerger.

Property. All (a) The Company does not own in fee simple any land, buildings, structures or improvements. (b) Schedule 2.11(b) sets forth the address or other description of each parcel of Leased Real Property (as hereinafter defined), and a true and complete list of all Leases (as hereinafter defined) for each Leased Real Property (including the date, if available, and name of the Borrower’s, parties to such Lease document). The Company has delivered or made available to the other Obligors’ Purchaser a true and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as complete copy of each of the date of acquisition of aforementioned Lease documents and such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Leases have not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorbeen amended since that date. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants Lease terms set forth in this Agreement, unless such violation has been disclosed in writing any summaries of Lease terms delivered by Company to the Agent Purchaser are true and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentcorrect. Except as set forth in Schedule 6.1(ee2.11(b), with respect to each of the aforementioned Leases: (i) heretowith respect to the Company and except as results from the pendency of the Company’s Chapter 11 Case, such Lease is legal, valid, binding, enforceable against the Company and in full force and effect; (ii) there are no material disputes with respect to such Lease; (iii) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iv) the Company does not owe, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (v) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; and (vi) there are no Liens on the estate or interest created by such Lease created or suffered to exist by the Company that will not be extinguished pursuant to the Approval Order as against such estate or interest. (c) To the Knowledge of the Company, all material buildings, structures, fixtures, building systems and equipment included in the Leased Real Property (the “Improvements”) are in reasonably good condition and repair in all material respects and sufficient for the operation of the business of the Company, subject to reasonable wear and tear. To the Knowledge of the Company, there are no pending eminent domain proceedings against facts or conditions affecting any property of the BorrowerImprovements which would interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Company. (d) To the Knowledge of the Company, (i) the present use of the land, buildings, structures and improvements on the Leased Real Property are in conformity in all material respects with all applicable laws, rules, regulations and ordinances and (ii) there exists no material conflict or dispute with any regulatory authority or other Obligors Person relating to any Leased Real Property or their respective Subsidiaries the activities thereon, except in the case of clause (i) or (ii) as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (e) To the Knowledge of the Company, all requisite certificates of occupancy and other permits or approvals required with respect to the buildings, structures and improvements on any of the Leased Real Property and the occupancy and use thereof have been obtained and are currently in effect. (f) The Company has not received any notice from any insurance company of any material defects or inadequacies in the Leased Real Property or any part thereof, which would materially adversely affect the insurability of the same or of any termination or threatened termination of any policy of insurance. (g) To the Company’s knowledge, the Company has not received any written notification from any governmental or public authority that any work is required to be done upon or in connection with the Leased Real Property, where such work remains outstanding and, to if unaddressed, would have a material adverse effect on the knowledge use of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured Leased Real Property as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectcurrently operated.

Property. All The Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’s, properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as use of the date of acquisition of properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such property as permitted in this Sectionproperties (collectively, “Permitted Encumbrances”), and (yb) where is the failure lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties of any Subsidiary purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sCompany, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takenlessor. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge Knowledge of the BorrowerCompany, no such threatened condemnation proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in against the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectReal Property.

Property. All (a) Except as set forth on Section 5.13(a) of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionPurchaser Disclosure Schedule, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to except as would not reasonably be in good repair and condition has not had or could not be reasonably expected to have have, individually or in the aggregate, a Material Adverse Effect on either the Borrower Purchaser, the Purchaser and its Subsidiaries (i) have a valid and subsisting leasehold interest or the REIT Guarantor. The Borrower has completed other comparable Contract rights in or caused relating to be completed an appropriate investigation all of the environmental condition real property that they purport to lease (the “Purchaser Leased Real Property”), or that is necessary for the conduct of each their business as currently conducted, including valid and subsisting leasehold or comparable interest in all Purchaser Leased Real Property reflected in the Purchaser SEC Reports as being leased by Purchaser and its Subsidiaries (other than Purchaser Leased Real Property sold or otherwise disposed of in the later ordinary course of business consistent with past practice since the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportthereof), in each case prepared free and clear of all Encumbrances except Permitted Encumbrances, and (ii) are collectively the lessee of all Purchaser Leased Real Property material to the business of Purchaser and its Subsidiaries which is purported to be leased by Purchaser and its Subsidiaries and are in undisturbed and peaceable possession of such properties, subject only to Permitted Encumbrances, and each lease for such real property is valid and in full force and effect, without material default (or matters which, with notice or the passage of time, or both, would constitute a recognized environmental engineer material default) thereunder by the lessee or, to the Knowledge of Purchaser, the lessor and enforceable in accordance with customary standards which discloses that its terms, except as such enforcement may be limited by (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) Laws governing specific performance, injunctive relief and other equitable remedies. (b) Neither the Purchaser nor any of its Subsidiaries holds title or otherwise beneficially owns any real property is not in violation as of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. date hereof. (c) Except as set forth in Schedule 6.1(eeon Section 5.13(c) hereto, there are no pending eminent domain proceedings against any property of the BorrowerPurchaser Disclosure Schedule, the other Obligors or their respective Subsidiaries or any part thereof, and, and except as would not reasonably be expected to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have had or could reasonably be expected to have aggregate, a Material Adverse Effect. None Effect on the Purchaser, the Purchaser and its Subsidiaries, (i) have good and valid title to, or a valid and subsisting leasehold interest or other comparable Contract rights in or relating to, all of the material personal properties and assets, tangible and intangible, that they purport to own or lease and that are used in or necessary for the conduct of their business as currently conducted, including good and valid title to, or (as applicable) a valid and subsisting leasehold or comparable interest in, all material personal properties and assets, tangible and intangible, and all other assets, reflected in the latest audited Purchaser Financial Statements as being owned or leased by the Purchaser and its Subsidiaries or acquired after the date thereof (other than personal property sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date thereof), free and clear of all Encumbrances except Permitted Encumbrances and (ii) are collectively the lessee of all personal property material to the business of the BorrowerPurchaser and its Subsidiaries which is purported to be leased by the Purchaser and its Subsidiaries, the other Obligors or their respective Subsidiaries and each lease for such personal property is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty valid and in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectfull force and effect.

Property. All (a) Neither Tempranillo nor any of its Subsidiaries owns any real property. (b) Except as has not had, or would reasonably be expected to have, a Tempranillo Material Adverse Effect, (i) Tempranillo and its Subsidiaries have good and marketable title to, or in the Borrower’scase of each parcel of real property and tangible assets leased or otherwise used by Tempranillo or any of its Subsidiaries have valid leasehold interests in, the other Obligors’ all of their properties and their respective Subsidiaries’ properties are in good repair tangible assets, free and conditionclear of all Liens, except for Permitted Tempranillo Liens, (ii) each lease, sublease or license (each, a “Tempranillo Lease Agreement”) under which Tempranillo or any of its Subsidiaries leases, subleases or licenses any real property (such real property, a “Tempranillo Leased Property”) is, subject to the Bankruptcy and Equity Exceptions, a valid and binding obligation of Tempranillo or its Subsidiary (as the case may be) and, to Tempranillo’s Knowledge, each of the other parties thereto, and in full force and effect and enforceable in accordance with its terms against Tempranillo or its Subsidiaries (as the case may be) and, to Tempranillo’s Knowledge, each of the other parties thereto (except for such Tempranillo Lease Agreements that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of Tempranillo or any of its Subsidiaries, such termination must be in the ordinary wear course of business), (iii) neither Tempranillo nor any of its Subsidiaries, nor, to Tempranillo’s Knowledge, any of the other parties thereto has violated or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of any Tempranillo Lease Agreement, (iv) neither Tempranillo nor any of its Subsidiaries has received written notice that it has violated or defaulted under any Tempranillo Lease Agreement, and tear, other than (xv) with respect to deferred maintenance existing as each Tempranillo Leased Property, neither Tempranillo nor any of the date of acquisition of its Subsidiaries has subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower Tempranillo Leased Property or any Subsidiary of an Obligor to be in good repair and condition has not had portion thereof, or could not be reasonably expected to have a Material Adverse Effect on either the Borrower otherwise assigned, pledged, hypothecated, mortgaged or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sotherwise transferred any lease, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Personssublease, including preparation of a “Phase I” report andlicense, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate sublicense or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectinterest therein.

Property. All First Charter or one of its Subsidiaries (a) has fee simple title to all the properties and assets reflected in the latest audited balance sheet included in such First Charter SEC Reports as being owned by First Charter or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by First Charter on the date hereof or otherwise materially impair business operations at such properties, as conducted by First Charter on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by First Charter on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such First Charter SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering First Charter’s or one of its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and except as set forth on Section 3.17 of the First Charter Disclosure Schedule, is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the First Charter or one of its Subsidiaries or, to First Charter’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of First Charter, threatened condemnation proceedings against the BorrowerReal Property. First Charter and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Real Property, no including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. First Charter currently maintains (or causes to be maintained) insurance on all its property, including the Real Property in amounts, scope and coverage reasonably necessary for its operations. First Charter has not received any notice of termination, nonrenewal or premium adjustment for such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All (i) Norbord or one of its subsidiaries is the registered and/or beneficial owner of its real property (collectively, the “Norbord Owned Real Property”) free and clear of all Liens, except Permitted Encumbrances. (ii) In respect of the Borrower’sNorbord Owned Real Property: (A) Norbord has received no notice, and has no knowledge, of any intention of any Governmental Entity to expropriate all or any material part of the Norbord Owned Real Property; (B) there are no leases in respect of the Norbord Owned Real Property or any part thereof other than Permitted Encumbrances; (C) no Person has any right of first refusal, option, or other right to acquire the Norbord Owned Real Property or any part thereof other than Permitted Encumbrances; (D) to the knowledge of Norbord, Norbord is not in default under any of its material obligations arising out of any Permitted Encumbrances beyond any applicable cure periods; and (E) all necessary material permits and approvals have been obtained from the appropriate Governmental Entity in respect of Norbord’s present use of and operations on the Norbord Owned Real Property. (iii) Norbord or one of its subsidiaries, as applicable, holds good and valid leasehold interests in each property currently leased or subleased by Norbord or one of its subsidiaries from a third party (collectively, the other Obligors’ “Norbord Leased Properties”), free and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, clear of all Liens other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower Permitted Encumbrances or any Subsidiary of an Obligor to be in good repair and condition has those Liens which taken together would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has completed or caused to be completed an appropriate investigation Each of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing documents relating to the Agent Norbord Leased Properties (the “Norbord Lease Documents”) is valid, binding and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or in full force and effect as against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, Norbord and, to the knowledge of Norbord, as against the Borrowerother party thereto, no except as such proceedings are presently threatened enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or contemplated by at law). To the knowledge of Norbord, neither Norbord nor any taking authority whichof the other parties to the Norbord Lease Documents, is in all such eventsbreach or violation or default (in each case, with or without notice or lapse of time or both) under any of the Norbord Lease Documents which breach, violation or default has not been cured and would, individually or in the aggregate have had or could reasonably be expected to aggregate, have a Material Adverse Effect. None , and Norbord has not received or given any notice of the property of the Borrowerdefault under any such agreement which remains uncured which would, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to aggregate, have any a Material Adverse Effect. (iv) Norbord has good and valid title to, or a valid and enforceable leasehold interest in, all of its other material assets and property not listed above in paragraph (z). Norbord’s ownership of or leasehold interest in any such property is not subject to any Liens, except for Permitted Encumbrances or Liens disclosed in either the Norbord Financial Statements or the Norbord Public Disclosure Record, or to any agreement to sell or otherwise dispose, back-in rights, earn-in rights, purchase options, rights to first refusal or similar provisions or rights which would affect Norbord’s interest in any of the foregoing material properties and assets.

Property. All MBNA or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such MBNA SEC Reports as being owned by MBNA or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such MBNA SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to MBNA’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of MBNA, threatened condemnation proceedings against the BorrowerReal Property. MBNA and its Subsidiaries are in compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All The applicable Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in its Statutory Statements as being owned by such Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all material Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use or value (as reflected in each Company’s financial statements) of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use or value (as reflected in each Company’s financial statements) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Statutory Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties, the other Obligors’ “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s knowledge, the lessor. The Companies and their respective Subsidiaries’ properties are Subsidiaries own and have good and valid title to, or have valid rights to use, all material tangible personal property used by them in good repair connection with the conduct of their businesses, in each case, free and condition, subject to ordinary wear and tearclear of all Liens, other than Permitted Encumbrances. To Seller’s knowledge, neither the whole nor any portion of the Real Property (x) with has been damaged in any material respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and or destroyed or (y) where the failure of the properties of any Subsidiary of the Borrower is being or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid condemned or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated otherwise taken by any public authority, nor has any such condemnation or taking authority which, been threatened in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectwriting.

Property. All Radian or a Radian Subsidiary (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Radian Reports as being owned by Radian or a Radian Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Radian Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’s, properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as use of the date of acquisition of properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such property as permitted in this Sectionproperties (collectively, “Permitted Encumbrances”), and (yb) where is the failure lessee of all leasehold estates reflected in the latest audited financial statements included in such Radian Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Radian Leased Properties” and, collectively with the Radian Owned Properties, the “Radian Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor purported to be in good repair leased thereunder, and condition has not had or could not be reasonably expected each such lease is valid without default thereunder by the lessee or, to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sRadian’s knowledge, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectlessor.

Property. All The Company and its Subsidiaries have good, valid and, in the case of real property, marketable title to, or valid leasehold or sublease interests or other comparable Contract rights in or relating to, all of the Borrower’sreal property and other tangible assets used in or necessary for the conduct of their business as currently conducted, including good and valid title to all real property and other tangible assets reflected in the other Obligors’ latest audited financial statements included in the Company SEC Filings as being owned by the Company and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, its Subsidiaries or acquired after the date thereof (other than (x) with respect to deferred maintenance existing as property sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of acquisition of such property as permitted in this Section, all Liens except for Permitted Liens and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Liens that have not had or could and would not reasonably be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are collectively the lessee of all property material to the business of the Company and its Subsidiaries which is purported to be leased by the Company and its Subsidiaries and are in possession of such properties, and each lease for such property is valid and in full force and effect without default thereunder by the lessee or the lessor, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as, individually or in the aggregate, has not had or could and would not reasonably be expected to have a Company Material Adverse Effect. None , all items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are sufficient for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted), and are sufficient for the conduct of the property business of the Borrower, the other Obligors or their respective Company and its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had manner in which such business is currently being conducted and is proposed to be conducted. Section 4.16 of the Company Disclosure Letter lists all material real property and any material interest in real property owned by the Company or could reasonably be expected to have any Material Adverse Effectof its Subsidiaries.

Property. All (a) A list of all real property owned in fee by any Acquired Entity (together with all buildings thereon, the “Owned Real Property”) is set forth in Section 3.9(a)(i) of the Borrower’sSeller Disclosure Schedule. Each such Acquired Entity has good and valid title to its Owned Real Property, the other Obligors’ free and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, clear of all Liens (other than (xPermitted Liens). Except for Permitted Liens or as set forth in Section 3.9(a)(ii) of the Seller Disclosure Schedule, no Acquired Entity has leased, licensed or otherwise granted any Person the right to use or occupy such Acquired Entity’s Owned Real Property. No Acquired Entity has received written notice of any actual proceedings of condemnation and, to the Knowledge of the Company, there are no proceedings of condemnation threatened with respect to deferred maintenance existing any Owned Real Property. (b) The real property leases under which any Acquired Entity is a lessee are referred to hereinafter as the “Real Property Leases,” and the real property subject to the Real Property Leases is referred to hereinafter as the “Leased Real Property.” No Acquired Entity or, to the Knowledge of the date Company, any counterparty thereto, is in default under any Real Property Lease that could, individually or in the aggregate, reasonably be expected to be material to the Acquired Entities, taken as a whole. No Acquired Entity has received any written notice of acquisition any actual proceedings of such property as permitted in this Sectioncondemnation and, and (y) where to the failure Knowledge of the properties Company, there are no proceedings of condemnation threatened with respect to any Leased Real Property. (c) The Acquired Entities have a good and valid interest in each Easement (subject to no Liens other than Permitted Liens) necessary for the current operation of the business and assets of the Acquired Entities. No Acquired Entity or, to the Knowledge of the Company, any counterparty thereto, is in default under any Easement that could, individually or in the aggregate, reasonably be expected to be material to the Acquired Entities, taken as a whole. No Acquired Entity has received any written notice of any Subsidiary actual proceedings of condemnation and, to the Knowledge of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sCompany, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There there are no unpaid or outstanding real estate or other taxes or assessments on or against proceedings of condemnation threatened with respect to any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Easements. (d) Except as set forth in Schedule 6.1(eeSection 3.9(d) hereto, there are no pending eminent domain proceedings against any property of the BorrowerSeller Disclosure Schedule, the other Obligors Acquired Entities have good and valid title to, leases or their respective Subsidiaries licenses to or any part thereofotherwise hold or have a right to use, and, to the knowledge all of the Borrowerreal, no such proceedings are personal, tangible and intangible assets, properties and rights necessary for the conduct or operation of the business of the Acquired Entities as presently threatened or contemplated by any taking authority whichconducted, in each case, free and clear of all such eventsLiens, except for Permitted Liens, except as would not, individually or in the aggregate have had or could aggregate, reasonably be expected to have a Material Adverse Effect. None of be material to the property of the BorrowerAcquired Entities, the other Obligors or their respective Subsidiaries is now damaged or injured taken as a result of any firewhole. Except as would not, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could aggregate, reasonably be expected to have be material to an Acquired Entities, taken as a whole, all equipment and other items of tangible personal property and assets of the Acquired Entities, taken as a whole, are in good operating condition (subject to normal wear and tear and routine maintenance and repairs that are not material in nature or cost) and adequate for the uses to which they are currently being put. (e) Section 3.9(e) of the Seller Disclosure Schedule lists each lease to which an Acquired Entity is a party concerning any Material Adverse Effectvehicles, equipment or other items of personal property, which lease calls for aggregate payments by the Acquired Entities of amounts greater than $20,000 in the fiscal year ended December 31, 2020 or in any future calendar year (other than leases solely between or among the Acquired Entities).

Property. All Neither the Company nor any of the Borrower’s, Company Subsidiaries own or have owned any real property. The Company and the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than Company Subsidiaries (xa) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, good and valid leasehold interest in each case prepared by a recognized environmental engineer lease, free and clear of all Liens, except (i) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty (in each case, for which adequate reserves have been provided in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this AgreementGAAP), unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate (ii) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other taxes like Liens arising or assessments on incurred in the ordinary course of business, (iii) zoning, building and other similar codes and regulations and (iv) Liens (other than Liens securing indebtedness for borrowed money), defects or against any property irregularities in title, easements, rights-of-way, covenants, restrictions, conditions, non-exclusive licenses granted in the ordinary course of the Borrower, the business and other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventssimilar matters that would not reasonably be expected to, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None aggregate, materially impair the continued use and operation of the property assets to which they relate in the business of the BorrowerCompany and the Company Subsidiaries as presently conducted (collectively, “Permitted Liens”), (b) have complied with the terms of all leases to which they are parties and under which they are in occupancy that are reflected in the Company Balance Sheet (other than leases that expired and were not renewed in the ordinary course of business) or were executed after the date thereof that are material to the business of the Company and the Company Subsidiaries, taken as a whole, and all such leases are in full force and effect, subject to proper authorization and execution of each such lease by the other party thereto and the application of any bankruptcy or other creditor’s rights laws, and (c) are not in breach or default under any such leases, and to knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the other Obligors passage of time or their respective Subsidiaries is now damaged both, would constitute such a breach or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectdefault.

Property. All As of the Borrower’sAgreement Date, all of the Borrowers', the Subsidiaries' and the other Obligors’ and their respective Subsidiaries’ Loan Parties' properties are in good repair and condition, subject to ordinary wear and teartear and casualty, other than except that all Multifamily Properties are and have been maintained in a first class manner (x) with respect to deferred maintenance existing as of taking into consideration the date of acquisition age and market positioning of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorMultifamily Properties). The Borrower has Borrowers have completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsProperty, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in Section 6.1(o)(i)-(iii) of this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There As of the Agreement Date, there are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the BorrowerBorrowers, the Subsidiaries or the other Obligors or their respective Subsidiaries Loan Parties which are delinquent. Except as set forth in Schedule 6.1(ee6.1(cc) hereto, there are no pending eminent domain proceedings against any property of the BorrowerBorrowers, the Subsidiaries or the other Obligors or their respective Subsidiaries Loan Parties or any part thereof, and, to the knowledge of the BorrowerBorrowers, no such proceedings are presently threatened or contemplated by any taking authority whichwhich may, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the BorrowerBorrowers, the Subsidiaries or the other Obligors or their respective Subsidiaries Loan Parties is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effect.. (dd) No Event of Default. No Default or Event of Default has occurred and is continuing. (ee) Subordination. None of the Borrowers, the Subsidiaries or any other Loan Party is a party to or bound by any agreement, instrument or indenture that may require the subordination in right or time of payment of any of the Obligations to any other indebtedness or obligation of any of such Persons; provided that the foregoing shall not apply to any right of the holder of secured indebtedness to prior payment from the collateral for such indebtedness or the obligation to pay Indebtedness having a maturity date prior to the Termination Date. (ff)

Property. All (i) Immediately after the Closing TEPPCO MLP will own or have the right to use tangible personal property sufficient to operate the businesses of the Borrower’sTEPPCO Partnership Group Entities consistent with past practices. (ii) Except for Permitted Encumbrances or failures that could not reasonably be expected to have, individually or in the aggregate, a TEPPCO Material Adverse Effect, the other Obligors’ TEPPCO Partnership Group Entities have good and their respective Subsidiaries’ properties are in good repair and conditionindefeasible title or enforceable rights to use (or, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing the TEPPCO Pipeline Assets, title to or interest in the applicable TEPPCO Pipeline Assets sufficient to enable the TEPPCO Partnership Group Entities to conduct their businesses with respect thereto without interference as it is currently being conducted) all their properties and assets, whether tangible or intangible, real, personal or mixed, free and clear of all liens. (iii) Except for violations that could not reasonably be expected to have, individually or in the aggregate, a TEPPCO Material Adverse Effect, the businesses of the date TEPPCO Partnership Group Entities have been and are being operated in a manner which does not violate the terms of acquisition any easements, rights of way, permits, servitudes, licenses, leasehold estates and similar rights relating to real property (collectively, “TEPPCO Easements”) used by the TEPPCO Partnership Group Entities in such businesses. All TEPPCO Easements are valid and enforceable in accordance with their terms, except as the enforceability thereof may be affected by bankruptcy, insolvency or other Laws of general applicability affecting the rights of creditors generally or principles of equity, and grant the rights purported to be granted thereby and all rights necessary thereunder for the current operation of such property as permitted in this Sectionbusinesses, and (y) except where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor such TEPPCO Easement to be in good repair valid and condition has not had enforceable or could not to grant the rights purported to be reasonably expected to granted thereby or necessary thereunder would have a TEPPCO Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentEffect. Except as set forth in Schedule 6.1(eeSection 3.3(p)(iii) heretoof the TEPPCO Disclosure Letter, there are no pending eminent domain proceedings against any property gaps in the TEPPCO Easements that would impair the conduct of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, such businesses in a manner that could reasonably be expected to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have had aggregate, a TEPPCO Material Adverse Effect, and no part of the TEPPCO Pipeline Assets is located on property that is not owned in fee by a TEPPCO Partnership Group Entity or subject to an easement in favor of a TEPPCO Partnership Group Entity, where the failure of such TEPPCO Pipeline Asset to be so located could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrowerhave, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any aggregate, a TEPPCO Material Adverse Effect.

Property. All The Company and each of its Subsidiaries have good and marketable title in fee simple to all of the Borrower’sreal property respectively owned by them, and good title to all of the other Obligors’ tangible properties and their respective Subsidiaries’ properties are assets respectively owned by them, free and clear of all Liens except (i) Liens for taxes not yet delinquent; (ii) Liens being contested in good faith by appropriate proceedings (which Liens are described in SECTION 4.10 of the Schedule); (iii) such imperfections of title and encumbrances, if any, as do not materially interfere with the present use of such property; and (iv) for those listed in SECTION 4.10 of the Schedule ("PERMITTED LIENS"). Neither the Company nor any of its Subsidiaries has received written notice of material violation of any material zoning regulation, ordinance or other law, order, regulation or requirement relating to real property owned or leased by it. The tangible personal property of the Company and its Subsidiaries that is material to the operation of the business of the Company and its Subsidiaries is fit for the use which is intended, free from any material defects and is in good operating condition and repair and condition, subject to (ordinary wear and teartear excepted). None of the Company or any of its Subsidiaries owns any material amounts of personal property that are obsolete or of below standard quality. Since December 31, 1999, the Company has maintained its inventory at levels maintained in the ordinary course, consistent with past practice and taking into account the seasonality of its business. None of the material tangible personal property is located other than (x) with respect to deferred maintenance existing as at the locations of the date Company or any of acquisition of such property as permitted in this Section, and (y) where the failure its Subsidiaries or vendors set forth on SECTION 4.10 of the properties of any Subsidiary Schedule. No portion of the Borrower real property owned or leased by the Company or any Subsidiary of an Obligor its Subsidiaries is subject to be in good repair and condition has not had any pending condemnation proceeding or could not be reasonably expected proceeding by any Governmental Entity materially adverse to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofproperty, and, to the knowledge Company's Knowledge, none of the BorrowerCompany or any of its Subsidiaries knows of any threatened condemnation proceeding with respect to such property. The buildings, no such proceedings plants, improvements, structures and fixtures on the real property owned or leased by the Company or any of its Subsidiaries, including, without limitation, heating, ventilation, mechanical, electrical, sewer, sprinkler and air conditioning systems, roof, foundation and floors, (i) are presently threatened or contemplated by any taking authority which, in good operating condition in all material respects, ordinary wear and tear excepted, and (ii) are in accordance in all material respects with all applicable laws, ordinances, rules and regulations applicable to the Company or any of its Subsidiaries or such eventsproperty, individually including those relating to building, zoning, fire or health codes, and, to the Company's Knowledge, neither the Company nor any of its Subsidiaries has received any notice alleging any such violation or requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with such real property which has not been heretofore been complied with in all material respects by the aggregate have had Company or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectits Subsidiaries.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ properties ' Real Estate are in good repair condition and condition, working order subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted which is being corrected or repaired in this Section, and (y) where the failure ordinary course of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorbusiness. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property owned or leased by the Borrower or its Subsidiaries as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such PersonsSubsidiary, including preparation or updating of a “"Phase I” " report and, if appropriaterecommended by the "Phase I" report, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries which are delinquentpayable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable or are being protested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (xi) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventswould not, individually or in the aggregate have had or could aggregate, reasonably be expected to have a Company Material Adverse Effect. None , the Company or one of its Subsidiaries has good title to all the properties and assets reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice), free and clear of all Liens other than Permitted Liens. (ii) Except as set forth in Section 5.1(m)(ii) of the property of the BorrowerCompany Disclosure Letter or as would not, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could aggregate, reasonably be expected to have any a Company Material Adverse Effect: (a) the Company or one of its Subsidiaries has good and marketable fee simple title to all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”) and to all of the buildings, structures and other improvements thereon free and clear of all Liens other than Permitted Liens; (b) neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any person the right to use or occupy the Owned Real Property which lease, license or grant is currently in effect or collaterally assigned or granted any other security interest in the Owned Real Property which assignment or security interest is currently in effect; (c) there are no outstanding agreements, options, rights of first offer or rights of first refusal on the part of any party to purchase any Owned Real Property; and (d) there is not pending or, to the Knowledge of the Company, threatened any condemnation proceedings related to any of the Owned Real Property. Section 5.1(m)(ii) of the Company Disclosure Letter contains a complete and correct list of all Owned Real Property, and sets forth (x) the location and (y) nature and use of such Owned Real Property. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) each lease, sublease or license pursuant to which the Company and its Subsidiaries leases, subleases or licenses any real property (the “Leases”) is a valid and binding obligation on the Company and each of its Subsidiaries party thereto and, to the Knowledge of the Company, each other party thereto and is in full force and effect and enforceable in accordance with its terms; (b) there is no breach or default under any Lease by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto; (c) no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a breach or default under any Lease by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto; and (d) the Company or one of its Subsidiaries that is either the tenant, subtenant or licensee named under the Lease has a good and valid leasehold interest in each parcel of real property which is subject to a Lease and is in possession of the properties purported to be leased, subleased or licensed thereunder. Section 5.1(m)(iii) of the Company Disclosure Letter contains a complete and correct list of all Leases that are material to the Company and its Subsidiaries, and the Company has made available to Parent complete and correct copies of all such material Leases (including modifications, supplements, amendments and waivers). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (a) the Company and each of its Subsidiaries has good and marketable title to, or a valid and binding leasehold interest in, all of the personal property used by the Company and its Subsidiaries in the operation of their businesses, free and clear of all Liens, other than Permitted Liens and (b) all significant operating equipment of the Company and its Subsidiaries is in good operating condition, ordinary wear and tear excepted.

Property. All The Filed Company SEC Documents identify all material real property that is owned (the “Owned Real Property”) and leased (the “Leased Real Property”) by the Company and the Company Subsidiaries. Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company and the Company Subsidiaries own and have good, valid and marketable fee title to all of their Owned Real Property, free and clear of all Liens (except in all cases for Permitted Liens) and there are no existing, pending, or to the knowledge of the BorrowerCompany, threatened condemnation, eminent domain or similar proceedings affecting any of the Owned Real Property. Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company and the Company Subsidiaries (a) have a good and valid leasehold interest in each lease pursuant to which the Company or a Company Subsidiary leases or subleases the Leased Real Property (the “Leases”), free and clear of all Liens, except (i) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (ii) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business for amounts not yet past due, (iii) zoning, building and other Obligors’ similar codes and their respective Subsidiaries’ properties regulations which are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as not violated by the current use or occupancy of the date of acquisition of such real property as permitted in this Sectionsubject thereto, and (yiv) where the failure of the properties of any Subsidiary of the Borrower (A) matters which would be disclosed by an accurate survey, and (B) non-monetary Liens, defects or any Subsidiary of an Obligor to be irregularities in good repair title, easements, rights-of-way, covenants, restrictions and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportother similar matters that, in each case prepared by a recognized environmental engineer case, do not and would not reasonably be expected to, individually or in accordance with customary standards which discloses that such property is not in violation the aggregate, materially impair the continued use and operation of the representations assets to which they relate in the business of the Company and covenants set forth the Company Subsidiaries as presently conducted (collectively, “Permitted Liens”), (b) have complied with the terms of all Leases to which they are parties (other than Leases that expired and were not renewed in this Agreement, unless such violation has been disclosed in writing the ordinary course of business) or were executed after the date thereof that are material to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property business of the BorrowerCompany and the Company Subsidiaries, the other Obligors or their respective Subsidiaries which taken as a whole, and all such Leases are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property valid and binding obligations of the Borrower, Company or the other Obligors or their respective Subsidiaries or any part thereof, Company Subsidiary party thereto and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the BorrowerCompany, the other Obligors or their respective Subsidiaries is now damaged or injured as a result party thereto, in full force and effect, subject to proper authorization and execution of each such Lease by the other party thereto and the application of any fire, explosion, accident, flood bankruptcy or other casualty creditor’s rights laws, and (c) are not in breach or default under any manner which individually such Leases and, to knowledge of the Company, (i) no other party is in default or in breach under any such Leases and (ii) no event has occurred or circumstance exists that, with the aggregate has had delivery of notice, the passage of time or could reasonably be expected to have both, would constitute such a breach or default under any Material Adverse Effectsuch Leases.

Property. All (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 4.16(b) of the Borrower’sCompany Disclosure Letter sets forth a true, correct and complete list of all leases, subleases and other agreements under which the other Obligors’ Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and their respective Subsidiaries’ properties are in good repair complete copies of all Real Property Leases (including all modifications, amendments, supplements, waivers and condition, subject to ordinary wear side letters thereto). Each Real Property Lease is valid and tear, other than (x) with respect to deferred maintenance existing as of binding on the date of acquisition of such property as permitted in this Section, and (y) where Company or the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses Company that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, party thereto and, to the knowledge Knowledge of the BorrowerCompany, no such proceedings each other party thereto, is in full force and effect, and all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are presently threatened or contemplated by any taking authority which, current in all such eventsmaterial respects. No termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the Knowledge of the Company, the landlord thereunder exists under any Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property subject to a Real Property Lease (the “Leased Real Property”) free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any Leased Real Property. (c) Except as would not, individually or in the aggregate have had or could aggregate, reasonably be expected to have a Company Material Adverse Effect. None , all of the property buildings and structures on the Leased Real Property are in good condition of the Borrowermaintenance and repair, the other Obligors ordinary wear and tear excepted, and are adequate, sufficient and suitable for their present uses and purposes. (d) The Company and each of its Subsidiaries have good and valid title to, or their respective Subsidiaries is now damaged or injured as a result of any firevalid and enforceable leasehold interest in, explosion, accident, flood or other casualty in any manner which right to use, all personal property owned, used or held for use by them, except as would not, individually or in the aggregate has had or could aggregate, reasonably be expected to have any a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all personal property owned, used or held for use by the Company its Subsidiaries as of the date of this Agreement is in good operating condition and in good condition of maintenance and repair, ordinary wear and tear excepted.

Property. All (a) Seller has, and will convey to Purchaser at the Closing, good and marketable title to the Owned Real Property, insurable by the Title Insurer, free and clear of all Encumbrances, other than Permitted Encumbrances. No Encumbrance which (A) does not pertain to the Real Property and (B) is insured by the Title Insurer, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice of any, and to Seller’s knowledge, there are no material uncured current violations, citations, summonses, subpoenas, compliance orders, directives, suits, other legal processes, or other written notice of potential liability under applicable zoning, building, fire or other applicable laws and regulations relating to the Real Property, and, except as would not reasonably be expected, individually or in the aggregate, to materially affect Purchaser’s use and enjoyment of the Borrower’sReal Property, there is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened before any governmental authority that relates to Seller or the other Obligors’ Real Property. (c) Except as set forth on Schedule 5.14(c) of the Seller Disclosure Schedule, there is no actual or pending condemnation proceeding relating to the Branches, nor, to Seller’s knowledge, has any such proceeding been threatened. (d) Seller has received no written notice of any, and their respective Subsidiaries’ properties are to Seller’s knowledge, it is not in good repair and material default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and, to Seller’s knowledge, no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Real Property (other than the Branch Leases and the Tenant Leases), and the Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, that would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) Seller has valid title to its Personal Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and has the right to sell, convey, transfer, assign and deliver to Purchaser all of the Personal Property. The Personal Property is in working order in all material respects (subject to ordinary wear and tear, other than ). (xg) with respect The Real Property is sufficient for the continued conduct of operations at the Branches after the Closing in substantially the same manner as conducted prior to deferred maintenance existing as the Closing and constitutes all of the date of acquisition of such real property necessary to conduct the operations at the Branches as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectcurrently conducted.

Property. All (a) Westcoast, its subsidiaries and, to the knowledge of the Borrower’sWestcoast, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and conditionits Partially Owned Entities have defensible title (or, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing pipelines, equipment and other tangible personal property used in connection with Westcoast's pipeline operations (collectively, "Westcoast Pipeline Assets") title to or interest in the applicable Westcoast Pipeline Assets sufficient to enable Westcoast, its subsidiaries and, to the knowledge of Westcoast, its Partially Owned Entities to conduct their businesses with respect thereto without material interference as it is currently being conducted) to all their material properties and assets, whether tangible or intangible, real, personal or mixed, free and clear of all liens, except for liens disclosed in the date Westcoast Documents and liens the existence of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has which would not had or could not be reasonably expected to have a Material Adverse Effect on either Westcoast. (b) The businesses of Westcoast and each of its subsidiaries have been and are being operated in a manner which does not violate (in any manner which would, or which would be reasonably expected to, have a Material Adverse Effect on Westcoast) the Borrower terms of any easements, rights of way, permits, servitudes, licenses, leasehold estates and similar rights relating to real property (collectively, "Easements") used by Westcoast and each of its subsidiaries in such businesses. All Easements are valid and enforceable, except as the enforceability thereof may be affected by bankruptcy, insolvency or other Laws of general applicability affecting the REIT Guarantor. The Borrower has completed rights of creditors generally or caused principles of equity, and grant the rights purported to be completed an appropriate investigation of granted thereby and all rights necessary thereunder for the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness current operation of such Persons, including preparation businesses where the failure of any such Easement to be valid and enforceable or to grant the rights purported to be granted thereby or necessary thereunder would have a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takenMaterial Adverse Effect on Westcoast. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or special gaps in the aggregate have had Easements which would impair the conduct of such businesses in a manner that would, or could that would be reasonably be expected to to, have a Material Adverse Effect. None Effect on Westcoast, and no part of the Westcoast Pipeline Assets is located on property which is not owned in fee by Westcoast or a subsidiary of Westcoast or subject to an Easement in favour of Westcoast or a subsidiary of Westcoast, where the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as failure of such Westcoast Pipeline Assets to be so located would have a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectEffect on Westcoast.

Property. All of (a) Such Grantor (either itself or through licensees) will (i) continue to use each material Trademark owned by such Grantor and make appropriate filings evidencing such use to the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are extent required by applicable law to maintain such material Trademark in good repair and condition, subject to ordinary wear and tear, other than (x) full force with respect to deferred maintenance existing each class of goods for which such material Trademark is currently used, free from any claim of abandonment for non-use, (ii) use such material Trademark with the appropriate notice of registration and all other notices and legends required by applicable law to avoid any loss of rights, in each country or jurisdiction in which Grantor has rights in such material Trademark as of the date of acquisition hereof (iii) not adopt or use any other Trademark which is confusingly similar or a colorable imitation of such property as permitted material Trademark unless such Grantor shall grant to Lender a perfected security interest in such ▇▇▇▇ pursuant to this SectionAgreement, and (yiv) where not (and not knowingly permit any licensee or sublicensee thereof to) knowingly do any act or knowingly omit to do any act whereby such material Trademark may become invalidated, forfeited, lapsed, abandoned, expired or impaired in any way. (b) Such Grantor (either itself or through licensees) will not knowingly do any act, or knowingly omit to do any act, whereby any material Patent owned by such Grantor may become invalidated, forfeited, lapsed, abandoned, expired or dedicated to the failure public or otherwise impaired. (c) Such Grantor (either itself or through licensees) will not (and will not knowingly permit any licensee or sublicensee thereof to) knowingly do any act or knowingly omit to do any act whereby any material Copyright owned by such Grantor may become invalidated, forfeited, lapsed, abandoned, expired or dedicated to the public domain or otherwise impaired. (d) Such Grantor (either itself or through licensees) will not do any act that knowingly uses any Intellectual Property to infringe, misappropriate or dilute the intellectual property rights of any other Person. (e) Such Grantor will notify Lender immediately (but in any event within thirty (30) days) if it knows that any application or registration or issued patent for any material Intellectual Property owned by such Grantor may become invalidated, forfeited, lapsed, abandoned, expired, impaired in any way or dedicated to the public (other than through expiration of their full statutory term), or of any materially adverse determination in any proceeding against such Grantor (including the institution of, or any such determination in any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country or jurisdiction) regarding, such Grantor’s ownership of, or the validity or enforceability of, any material Intellectual Property owned by such Grantor or such Grantor’s right to register the same or to own and maintain the same (other than office actions issued in the ordinary course of prosecution of any pending applications for Patents or applications for registration of other Intellectual Property). (f) Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, files an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof or any regional or international body, such Grantor shall report such filing to Lender concurrently with the next delivery of financial statements of Borrower pursuant to Section 6.1.1 or 6.1.2 of the properties Credit Agreement, as applicable. Upon the request of Lender, such Grantor shall execute and deliver, and have recorded, any Subsidiary and all agreements, instruments, documents, and papers as Lender may reasonably request to evidence Lender’s security interest in any Copyright, Patent or Trademark or other Intellectual Property owned by such Grantor and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. (g) Such Grantor will take all reasonable and necessary, as determined in its reasonably business judgment, steps to maintain and pursue each application (and to obtain the Borrower relevant registration or any Subsidiary of an Obligor issued patent) and to be in good repair maintain the validity, in-force status and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition enforceability of each registration and issued patent of all material Intellectual Property as of owned by it. (h) In the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which event that any Intellectual Property owned by such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andGrantor is, to the knowledge of such Grantor, infringed upon or misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the Borrowercircumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, no such proceedings are presently threatened or contemplated by promptly (and in any taking authority whichevent within ten (10) Business Days) notify Lender after it learns thereof and, to the extent, in its reasonable judgment, such Grantor determines it appropriate under the circumstances, ▇▇▇ for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such eventsinfringement, individually misappropriation or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectdilution.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any - 52 - fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (xa) with respect to deferred maintenance existing Except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could and would not reasonably be reasonably expected to have have, individually or in the aggregate, a Parent Material Adverse Effect on either the Borrower Effect, Parent or the REIT Guarantor. The Borrower a Subsidiary of Parent owns and has completed or caused good and valid title to be completed an appropriate investigation all of the environmental condition its owned real property and good and valid title to all its owned personal property, and has good and valid leasehold interests in all of each Property as its leased real properties (other than hydrocarbon interests) free and clear of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportall Liens other than Permitted Liens, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreementcase, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory an extent sufficient to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or conduct their respective Subsidiaries which are delinquentbusinesses as currently conducted. Except as set forth has not had and would not reasonably be expected to have, individually or in Schedule 6.1(ee) heretothe aggregate, there are no pending eminent domain proceedings against any property of the Borrowera Parent Material Adverse Effect, the other Obligors or their respective Subsidiaries all leases under which Parent or any part thereof, of its Subsidiaries lease any real or personal property are valid and effective against Parent or any of its Subsidiaries and, to the knowledge of Parent, the Borrowercounterparties thereto, no in accordance with their respective terms and there is not, under any of such proceedings are presently threatened leases, any existing material default by Parent or contemplated by any taking authority of its Subsidiaries or, to the knowledge of Parent, the counterparties thereto, or any event which, in all with notice or lapse of time or both, would become a material default by Parent or any of its Subsidiaries or, to the knowledge of Parent, the counterparties thereto. (b) The Parent and its Subsidiaries have such eventsrights-of-way as are sufficient to conduct their businesses as currently conducted, except such rights-of-way that, if not obtained (or which, if obtained, if the same were to expire or be revoked or terminated), would not, individually or in the aggregate aggregate, have a Parent Material Adverse Effect. Except as has not had or could and would not reasonably be expected to have a Material Adverse Effect. None of the property of the Borrowerhave, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any aggregate, a Parent Material Adverse Effect, each of Parent and its Subsidiaries has fulfilled and performed all its obligations with respect to such rights-of-way which are required to be fulfilled or performed as of the date of this Agreement (subject to all applicable waivers, modifications, grace periods and extensions) and, to the knowledge of Parent, no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for rights reserved to, or vested in, any municipality or other Governmental Authority or any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right.

Property. All of the Borrower’s's, the other Obligors’ ' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ ' or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority whichwhich may, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effect.

Property. All (i) The Purchaser or its Subsidiaries is the registered and beneficial owner of the Borrower’sreal property described in section (v) of the Purchaser Disclosure Letter (together with all improvements located thereon and all easements and other rights and interests appurtenant thereto, collectively, the “Purchaser Owned Real Property”) and holds fee simple title thereto, free and clear of all Liens, except Permitted Liens. (ii) Other than the Purchaser Owned Real Property, the Purchaser and its Subsidiaries do not own any other Obligors’ real property. Neither the Purchaser nor its Subsidiaries is a party to any Contract or option to purchase any real property or interest therein. (iii) In respect of the Purchaser Owned Real Property: neither the Purchaser nor its Subsidiaries have received any notice, and their respective Subsidiaries’ properties have no knowledge, of any intention of any Governmental Entity to expropriate all or any part of the Purchaser Owned Real Property; there are no leases in respect of the Purchaser Owned Real Property or any portion thereof other than Permitted Liens; no Person has any right of first refusal, option, or other right to acquire the Purchaser Owned Real Property or any part thereof other than Permitted Liens; the Purchaser or its Subsidiaries is not in default under any of its material obligations arising out of any Permitted Liens beyond any applicable cure periods; all necessary permits and approvals have been obtained from the appropriate Governmental Entity in respect of the Purchaser’s and its Subsidiaries present use of and operations on the Purchaser Owned Real Property; the Purchaser and its Subsidiaries have no present or future obligation to pay moneys to any Governmental Entity in connection with any on-site or off-site servicing, including off-site roads, services or utilities, save and except obligations which exist by virtue of the Permitted Liens; to the knowledge of the Purchaser, the use, ownership, occupancy and operation of the Purchaser Owned Real Property in the manner in which it is now used, owned, occupied and operated comply in all material respects with all zoning, building, use, safety or other similar Laws; all improvements on any such parcel are in good repair and operating condition, subject to ordinary wear and teartear excepted, are supplied with utilities and other than (x) with respect to deferred maintenance existing as services necessary for the operation of the date of acquisition of such property as permitted in this Section, and (y) where the failure business of the properties Purchaser or its Subsidiaries as currently conducted at such Purchaser Owned Real Property and sufficient for their current occupancy and use; neither the Purchaser nor its Subsidiaries has received any notice of any Subsidiary special Tax, levy or assessment for benefits or betterments that affect any parcel of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Purchaser Owned Real Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerPurchaser, no such proceedings special Taxes, levies or assessments are presently threatened pending or contemplated contemplated. (iv) Each property currently leased or subleased by any taking authority whichthe Purchaser or its Subsidiaries from a third party (together with the improvements included therewith or therein or located thereon, and all easements and other rights and interests in real property appurtenant thereto and all such eventsrights and privileges under the leases related thereto, individually collectively, the “Purchaser Leased Properties”) is listed in section (v) of the Purchaser Disclosure Letter,. The Purchaser or its Subsidiaries, as applicable, holds good and valid leasehold interests in the aggregate have had or could reasonably be expected to have a Material Adverse EffectPurchaser Leased Properties, free and clear of all Liens on the leasehold interest other than Permitted Liens. None Each of the property documents under which the Purchaser’s direct and indirect interests in the Purchaser Leased Properties are held (including all written or oral leases, subleases, licenses, concessions and other agreements, including all amendments, modifications, extensions, renewals, guaranties, and other agreements with respect thereto, collectively, the “Purchaser Lease Documents”) is valid, binding and in full force and effect as against the Purchaser and its Subsidiaries, as applicable, and to the knowledge of the BorrowerPurchaser, as against the other parties thereto. Neither the Purchaser, its Subsidiaries nor, to the knowledge of the Purchaser, any of the other parties to the Purchaser Lease Documents, is in material breach or violation or default (in each case, with or without notice or lapse of time or both) under any of the Purchaser Lease Documents which breach, violation or default has not been cured, and the Purchaser and its Subsidiaries has not received or given any notice of default under any such agreement which remains uncured. There are no current material disputes with respect to such Purchaser Lease Documents. No security deposit or portion thereof deposited with respect to any Purchaser Lease Documents has been applied in respect of a breach or default thereunder which has not been redeposited in full. Except as disclosed in the Purchaser Disclosure Letter, neither the Purchaser nor its Subsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Purchaser Lease Documents. Neither the Purchaser not its Subsidiaries has subleased, licensed or otherwise granted any other party the right to use or occupy any Purchaser Leased Properties or any portion thereof, and there are no Persons other than the Purchaser or its Subsidiaries occupying or holding valid rights to occupy the Purchaser Leased Properties. Neither the Purchaser nor its Subsidiaries has collaterally assigned or granted any security interest in any Purchaser Lease Documents or any interest therein. The Purchaser Leased Properties, including without limitation, the other Obligors or mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance, are reasonably sufficient for the operation thereof for their respective Subsidiaries is now damaged or injured as a result of any firecurrent use, explosionand, accidentto the Purchaser’s knowledge, flood there are no material structural or other casualty physical defect or deficiency in the condition of such improvements. To the knowledge of the Purchaser, neither the use nor occupancy thereof violates in any manner which individually material respect any applicable Laws, licenses, certificates, permits, covenants, conditions or restrictions, whether state, local or private, and the Purchaser or its Subsidiaries has received all material permits, certificates, licenses, authorizations and approvals under Law in connection with the aggregate has had use and occupancy thereof. (v) The Purchaser Owned Real Property and the Purchaser Leased Properties, as applicable, are adequately serviced by utilities (or could reasonably be expected to have any Material Adverse Effectwell water with adequate septic systems, if any) having adequate capacities for the normal operations of the Purchaser’s and its Subsidiaries facilities. The Purchaser Owned Real Property and the Purchaser Leased Properties constitute all of the real property owned, leased, subleased, licensed or otherwise used or occupied by the Purchaser and its Subsidiaries or otherwise used in connection with the business of the Purchaser.

Property. All (a) Section 3.13(a) of the Borrower’sSeller’s Disclosure Schedule lists, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to all real property that is owned by the Agent Company (collectively, together with all easements, licenses, rights and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrowerappurtenances relating thereto, the other Obligors or their respective Subsidiaries “Owned Real Property”) and all real property in which are delinquentthe Company has a leasehold interest (all such property, the “Leased Real Property” and the leases pursuant to which the Leased Real Property is leased, the “Real Property Leases”). Except as set forth on Section 3.13(a) of Seller’s Disclosure Schedule, or except as would not reasonably be expected to result in Schedule 6.1(eea Material Adverse Effect with respect to the Company, the Company has (i) heretogood and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold title to all Leased Real Property, subject only to any Permitted Encumbrances. (b) Except as set forth on Section 3.13(b) of Seller’s Disclosure Schedule, with respect to each lease for Leased Real Property and except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect with respect to the property, (i) the Company has not received any notice from any other party to a lease for any Leased Real Property of the termination thereof, (ii) no default has occurred or is continuing under any lease for any Leased Real Property and (iii) no material dispute or controversy exists under any material lease for any Leased Real Property. (c) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, there are no existing or pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, no such threatened in writing, condemnation or eminent domain proceedings are presently threatened to which a material portion of the Leased Real Property or contemplated by the Owned Real Property is subject. (d) The Company has not received written notice of any taking authority whichcurrent or pending material regulatory proceedings, in all such eventsadministrative actions or litigation relating to any portion of the Leased Real Property or the Owned Real Property, individually as applicable. (e) Section 3.13(e) of the Seller’s Disclosure Schedule sets forth the Owned Real Property and the Leased Real Property that is being marketed for sale, lease or in sublease as of the aggregate have had or could date of this Agreement. (f) Except as would not reasonably be expected to have result in a Material Adverse EffectEffect with respect to the Company, the Company has not assigned, leased, sublet, transferred, disposed of or permitted to exist any Encumbrance (other than a Permitted Encumbrance), on its interest in any Leased Real Property or the Owned Real Property. None Seller has delivered or otherwise made available to Purchaser and Life Reinsurer copies of the property Real Property Leases as in effect on the date of the Borrowerthis Agreement, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any firetogether with all amendments, explosionextensions, accidentrenewals, flood guaranties, modifications, supplements or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectagreements, if any, thereto.

Property. All (a) Seller has, and will convey to Purchaser at the Closing, good and marketable title to the Owned Real Property, insurable by the Title Insurer, free and clear of all Encumbrances, other than Permitted Encumbrances. No Encumbrance which (A) does not pertain to the Real Property and (B) is insured by the Title Insurer, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice of any, and to Seller’s knowledge, there are no material uncured current violations, citations, summonses, subpoenas, compliance orders, directives, suits, other legal processes, or other written notice of potential liability under applicable zoning, building, fire or other applicable laws and regulations relating to the Real Property, and, except as would not reasonably be expected, individually or in the aggregate, to materially affect Purchaser’s use and enjoyment of the Borrower’sReal Property, there is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened before any governmental authority that relates to Seller or the other Obligors’ Real Property. (c) Except as set forth on Schedule 5.14(c) of the Seller Disclosure Schedule, there is no actual or pending condemnation proceeding relating to the Branches, nor, to Seller’s knowledge, has any such proceeding been threatened. (d) Seller has received no written notice of any, and their respective Subsidiaries’ properties are to Seller’s knowledge, it is not in good repair and material default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and, to Seller’s knowledge, no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Real Property (other than the Branch Leases), and the Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, that would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) Seller has valid title to its Personal Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and has the right to sell, convey, transfer, assign and deliver to Purchaser all of the Personal Property. The Personal Property is in working order in all material respects (subject to ordinary wear and tear, other than ). (xg) with respect The Real Property is sufficient for the continued conduct of operations at the Branches after the Closing in substantially the same manner as conducted prior to deferred maintenance existing as the Closing and constitutes all of the date of acquisition of such real property necessary to conduct the operations at the Branches as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectcurrently conducted.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ properties ' and Investment Partnerships' Real Estate are in good repair condition and condition, working order subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted which is being corrected or repaired in this Section, and (y) where the failure ordinary course of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorbusiness. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property owned or leased by the Borrower or its Subsidiaries or Investment Partnerships as of the later of the date of the Borrower’s's, the Obligors’ such Subsidiary's or the applicable Subsidiary’s such Investment Partnership's purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower, such PersonsSubsidiary or such Investment Partnership, including preparation or updating of a “"Phase I” " report and, if appropriaterecommended by the "Phase I" report, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries or Investment Partnerships which are delinquentpayable by the Borrower or its Subsidiaries or Investment Partnerships (except only real estate or other taxes or assessments, that are not yet due and payable or are being protested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or Investment Partnerships or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or Investment Partnerships is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All (i) Neither MediVision nor any of its Subsidiaries owns any real property. MediVision and each of its Subsidiaries has good and marketable title to, or, in the case of securities and investments, a “security entitlement” (as defined in the Uniform Commercial Code) in, or in the case of leased property, a valid leasehold interest in, all material property (whether real or personal, tangible or intangible, and including securities and investments) and assets purported to be owned or leased by it or any of its Subsidiaries, and no such material property and assets are subject to any Liens except mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business consistent with past practice or Tax Liens for current Taxes not yet due and payable and for which adequate reserves have been established in the consolidated balance sheets referenced in Section 5.01(e)(v). (ii) Section 5.01(r)(ii) of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ MediVision Disclosure Letter sets forth a list of all real properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower leased or otherwise used by MediVision or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either (the Borrower or the REIT Guarantor“MediVision Leased Property”). The Borrower has completed or caused to be completed an appropriate investigation Section 5.01(r)(ii) of the environmental condition of each Property as MediVision Disclosure Letter contains a description of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsMediVision Leased Property, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations their size and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentlocation. Except as set forth in Schedule 6.1(eeSection 5.01(r)(ii) heretoof the MediVision Disclosure Letter, there is no outstanding Tax, levy or charge of any kind whatsoever in respect of the MediVision Leased Property or in connection with MediVision’s or any of its Subsidiaries’ use or right in such properties (except municipal taxes due from time to time), and neither MediVision nor any of its Subsidiaries is under any obligation to pay such Taxes, levies or charges to any third party, including any Governmental Entity or the Israeli Land Administration. Except as set forth in Section 5.01(r)(ii) of the MediVision Disclosure Letter, MediVision and each of its Subsidiaries has obtained all required approvals, authorizations and permits from any Governmental Entity in connection with all real property held by it or to which it is entitled or in which it has rights (including building permits), and all of such approvals, authorizations and permits are in full force and effect, except where the lack thereof does not constitute a MediVision Material Adverse Effect. To MediVision’s knowledge, there are no pending eminent domain outstanding claims or proceedings against commenced by any property third party (including any Governmental Entity) in connection with MediVision’s or any of its Subsidiaries’ possession or use of the Borrower, MediVision Leased Property. (iii) The lease agreements entered into by MediVision and its Subsidiaries in connection with the other Obligors or their respective Subsidiaries or any part thereofMediVision Leased Property are in full force and effect and enforceable, and, to the knowledge of MediVision, there are no existing material defaults of MediVision and its Subsidiaries or any other party to the Borrowerleases thereunder, and neither MediVision nor its Subsidiaries has received or given notice of default or claimed default with respect to such leases, nor is there, to the knowledge of MediVision, any event that with notice or lapse of time, or both, would constitute a material default thereunder. Other than the lease agreements referred to above, MediVision and its Subsidiaries have no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result interests of any fire, explosion, accident, flood or other casualty type in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectreal property.

Property. All Section 3.14(a) of the Borrower’sCompany Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or its Subsidiaries (“ Company Owned Real Property ”), (ii) the address or the airport location of all material leasehold or subleasehold estates, and concessions or other Obligors’ rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by or for the Company or its Subsidiaries (the “ Company Leased Real Property ”). The Company or its Subsidiaries have made available (or within 10 business days following the date hereof will make available) to Parent correct and their respective complete copies of all material instruments, licenses and agreements, together with all amendments, modifications, extensions and supplements thereto, granting to the Company or its Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tearleasehold interests, other than (x) concession or operating rights with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionCompany Leased Real Property (each, a “ Lease”, and (y) where collectively, the failure of “ Leases”). Each Lease grants the properties of any Subsidiary of tenant thereunder the Borrower or any Subsidiary of an Obligor exclusive right to be in good repair use and condition occupy the premises and the tenant enjoys peaceful and undisturbed possession thereof, except as has not had or could and would not reasonably be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect on either the Borrower or the REIT GuarantorCompany. The Borrower has completed Company and its Subsidiaries have not subleased, licensed or caused otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as have not had and would not reasonably be completed an appropriate investigation of expected to have, either individually or in the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriateaggregate, a “Phase II” reportMaterial Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in each case prepared by good condition and are in all material respects adequate to operate the business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of Material Adverse Effect on the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentCompany. Except as set forth in Schedule 6.1(ee) heretothe Leases, there are no pending eminent domain proceedings against neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any property option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Borrower, Company Owned Real Property or the other Obligors or their respective Subsidiaries Company Leased Real Property or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened portion thereof or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectinterest therein.

Property. All (a) The Company has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the Borrower’sbusinesses of the Company and its Subsidiaries free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of the Company and its Subsidiaries is in good working order (reasonable wear and tear excepted), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Either the Company or a Subsidiary of the Company has a good and valid leasehold, license or similar interest in each lease, sublease and other agreement for an annual base rent in excess of $400,000 under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other Obligors’ agreements are, collectively and their respective Subsidiaries’ properties are including all amendments thereto, the “Company Real Property Leases”), in good repair each case, free and conditionclear of all Liens other than any Permitted Liens. Section 4.16(b) of the Company Disclosure Schedules sets forth a true, correct and complete list of all Company Leased Real Property. A true, correct and complete copy of each of the Company Real Property Leases has been Made Available to Parent. Each Company Real Property Lease (A) is a valid and binding obligation, enforceable in accordance with its terms, of the Company or the Subsidiary of the Company that is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to ordinary wear and tearthe Enforceability Exceptions, other than (xB) with respect to deferred maintenance existing as no uncured default of a material nature on the part of the date Company or, if applicable, its Subsidiary or, to the Company’s Knowledge, the landlord thereunder, exists under any such Company Real Property Lease, (C) no event has occurred or circumstance exists which, with the giving of acquisition notice, the passage of time, or both, would constitute a material breach or default under any such property as permitted in this Section, Company Real Property Lease and (yD) where neither the failure execution and delivery of this Agreement nor the consummation of the properties transactions contemplated by this Agreement will, with or without notice, the passage of time, or both, give rise to any right of the landlord or any other Person under any Company Real Property Lease. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person any right to use or occupy a Company Leased Real Property, nor has the Company or any of its Subsidiaries granted any Person any future right to sublease, license or otherwise use or occupy a Company Leased Real Property. (c) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property or any interest therein, nor is party to any Contract to purchase any real property or any interest therein. (d) Neither the Company nor any of its Subsidiaries has received notice of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be material Proceedings in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’seminent domain, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate condemnation or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which similar proceedings that are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofpending, and, to the knowledge of the BorrowerCompany’s Knowledge, there are no such proceedings are presently threatened or contemplated affecting any of the Company Leased Real Property. Neither the Company nor any of its Subsidiaries has, since January 1, 2017, received notice of the existence of any material outstanding Order or of any pending Proceeding, and, to the Company’s Knowledge, there is no such material Order, or Proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Person of the property of Company Leased Real Property, except as would not be material to the BorrowerCompany and its Subsidiaries, the other Obligors or their respective Subsidiaries is now damaged or injured taken as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectwhole.

Property. All GBC or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such GBC SEC Reports as being owned by GBC or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such GBC SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to GBC’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of GBC, threatened condemnation proceedings against the BorrowerReal Property. GBC and its Subsidiaries are in compliance with all applicable health and safety related requirements for the Real Property, no including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. GBC currently maintains insurance on all its property, including the Real Property in amounts, scope and coverage reasonably necessary for its operations. GBC has not received any notice of termination, nonrenewal or premium adjustment for such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All Yadkin or one of its Subsidiaries (a) has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the Yadkin SEC Reports as being owned by Yadkin or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Yadkin Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Yadkin on the date hereof or otherwise materially impair business operations at such properties, as conducted by Yadkin on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Yadkin SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Yadkin Leased Properties” and, collectively with the Yadkin Owned Properties, the other Obligors’ “Yadkin Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Yadkin’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Yadkin or one of its Subsidiaries or, to Yadkin’s knowledge, the lessor. The Yadkin Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Yadkin Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Yadkin, threatened condemnation proceedings against the BorrowerYadkin Real Property. Yadkin and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Yadkin Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Yadkin currently maintains insurance on all its property, including the Yadkin Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Yadkin has not received any notice of termination, nonrenewal or material premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All (a) None of Seller or any of its Subsidiaries owns any real property. Section 2.12(a) of the Borrower’sDisclosure Schedule sets forth an accurate and complete list of all real property leased by Seller or any of its Subsidiaries (each, a “Leased Facility” and collectively, the “Leased Facilities”), and a true and complete list of all leases, subleases, licenses, concessions and other Obligors’ agreements (whether written or oral), including all amendments, extensions, renewals, guaranties and their respective Subsidiaries’ properties are other agreements with respect thereto, pursuant to which Seller or any of its Subsidiaries holds any Leased Facility (collectively, the “Leases”). Except as otherwise disclosed on Section 2.12(a) of the Disclosure Schedule, none of Seller or any of its Subsidiaries has entered into any written or oral sublease, license, option or other right granting to any Person the right to use or occupy any portion of any Leased Facility or has pledged, mortgaged or otherwise granted a Lien (other than a Permitted Lien) on its leasehold interest in any Leased Facility. (b) To Seller’s Knowledge, all of the material tangible personal property included in the Purchased Assets, and all of the material tangible personal property of the Subsidiaries of Seller, was erected, installed, positioned and operated in accordance with all applicable industry standards (in effect as of the applicable time of such erection, installation, positioning or operation) and is in good repair working order and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectiontear excepted, and is adequate for the uses to which it is being put. In the twelve (y12) where month period preceding the failure Valuation Date, there has not been any material damage, destruction or loss (whether or not covered by insurance) to any Purchased Asset or any material asset or property of the properties of any a Subsidiary of Seller (excluding, for the Borrower or any Subsidiary avoidance of an Obligor doubt, ordinary wear and tear to be in good repair assets and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectproperties).

Property. All (a) Neither Lafite nor any of its Subsidiaries owns any real property. (b) Except as has not had, or would reasonably be expected to have, a Lafite Material Adverse Effect, (i) Lafite and its Subsidiaries have good and marketable title to, or in the Borrower’scase of each parcel of real property and tangible assets leased or otherwise used by Lafite or any of its Subsidiaries have valid leasehold interests in, the other Obligors’ all of their properties and their respective Subsidiaries’ properties are in good repair tangible assets, free and conditionclear of all Liens, except for Permitted Lafite Liens, (ii) each lease, sublease or license (each, a “Lafite Lease Agreement”) under which Lafite or any of its Subsidiaries leases, subleases or licenses any real property (such real property, a “Lafite Leased Property”) is, subject to the Bankruptcy and Equity Exceptions, a valid and binding obligation of Lafite or its Subsidiary (as the case may be) and, to Lafite’s Knowledge, each of the other parties thereto, and in full force and effect and enforceable in accordance with its terms against Lafite or its Subsidiaries (as the case may be) and, to Lafite’s Knowledge, each of the other parties thereto (except for such Lafite Lease Agreements that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of Lafite or any of its Subsidiaries, such termination must be in the ordinary wear course of business), (iii) neither Lafite nor any of its Subsidiaries, nor, to Lafite’s Knowledge, any of the other parties thereto has violated or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of any Lafite Lease Agreement, (iv) neither Lafite nor any of the its Subsidiaries has received written notice that it has violated or defaulted under any Lafite Lease Agreement, and tear, other than (xv) with respect to deferred maintenance existing as each Lafite Leased Property, neither Lafite nor any of the date of acquisition of its Subsidiaries has subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower Lafite Leased Property or any Subsidiary of an Obligor to be in good repair and condition has not had portion thereof, or could not be reasonably expected to have a Material Adverse Effect on either the Borrower otherwise assigned, pledged, hypothecated, mortgaged or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sotherwise transferred any lease, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Personssublease, including preparation of a “Phase I” report andlicense, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate sublicense or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectinterest therein.

Property. All Section 3.14(a) of the Borrower’sCompany Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or its Subsidiaries (“Company Owned Real Property”), (ii) the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as address or the airport location of the date of acquisition of such property as permitted in this Sectionall material leasehold or subleasehold estates, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate concessions or other taxes rights to use or assessments on occupy any land, buildings, structures, improvements, fixtures or against any other interests in real property of held by or for the Borrower, Company or its Subsidiaries (the other Obligors or their respective Subsidiaries which are delinquent“Company Leased Real Property”). Except as set forth in Schedule 6.1(eeSection 3.14(a) hereto, there are no pending eminent domain proceedings against any property of the BorrowerCompany Disclosure Schedule, the other Obligors Company or their respective its Subsidiaries have made available (or any part thereofwithin 10 Business Days following the date hereof will make available) to Parent correct and complete copies of all material instruments, andlicenses and agreements, together with all amendments, modifications, extensions and supplements thereto, granting to the knowledge of Company or its Subsidiaries, leasehold interests, concession or operating rights with respect to the BorrowerCompany Leased Real Property (each, no such proceedings are presently threatened or contemplated by any taking authority whicha “Lease”, in all such eventsand collectively, the “Leases”). Each Lease grants the tenant thereunder the exclusive right to use and occupy the premises and the tenant enjoys peaceful and undisturbed possession thereon, except as has not had and would not reasonably be expected to have, either individually or in the aggregate aggregate, a Material Adverse Effect on the Company. The Company and its Subsidiaries have not subleased, licensed or otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as has not had or could and would not reasonably be expected to have a Material Adverse Effect. None of the property of the Borrowerhave, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which either individually or in the aggregate has aggregate, a Material Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in good condition and are in all material respects adequate to operate the business as currently conducted, except as have not had or could and would not reasonably be expected to have any have, either individually or in the aggregate, a Material Adverse EffectEffect on the Company. Except as set forth in the Leases, neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Company Owned Real Property or the Company Leased Real Property or any portion thereof or interest therein.

Property. All (a) Seller has, and will convey to Purchaser at the Closing, good and marketable title to the Owned Real Property, insurable by the Title Insurer, free and clear of all Encumbrances, other than Permitted Encumbrances. No Encumbrance which (A) does not pertain to the Real Property and (B) is insured by the Title Insurer, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice of any, and to Seller’s knowledge, there are no material uncured current violations, citations, summonses, subpoenas, compliance orders, directives, suits, other legal processes, or other written notice of potential liability under applicable zoning, building, fire or other applicable laws and regulations relating to the Real Property, and, except as would not reasonably be expected, individually or in the aggregate, to materially affect Purchaser’s use and enjoyment of the Borrower’sReal Property, there is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened before any governmental authority that relates to Seller or the other Obligors’ Real Property. (c) Except as set forth on Schedule 5.14(c) of the Seller Disclosure Schedule, there is no actual or pending condemnation proceeding relating to the Branches, nor, to Seller’s knowledge, has any such proceeding been threatened. (d) Seller has received no written notice of any, and their respective Subsidiaries’ properties are to Seller’s knowledge, it is not in good repair and material default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and, to Seller’s knowledge, no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Real Property (other than the Branch Leases and the Tenant Leases), and the Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, that would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) Seller has valid title to its Personal Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and has the right to sell, convey, transfer, assign and deliver to Purchaser all of the Personal Property. The Personal Property is in working order in all material respects (subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect).

Property. All The Company and each of its Subsidiaries have -------- good and marketable title in fee simple to all of the Borrower’sreal property respectively owned by them, and good and marketable title to all of the other Obligors’ tangible properties and their respective Subsidiaries’ properties are assets respectively owned by them, free and clear of all Liens except (i) Liens for taxes not yet delinquent; (ii) Liens being contested in good repair and condition, subject to ordinary wear and tear, other than faith by appropriate proceedings (x) with respect to deferred maintenance existing as which Liens are described in Section 4.10 of the date Schedule); (iii) such imperfections of acquisition of title and encumbrances, if any, as do not materially detract from the value of, or materially interfere with the present use of, such property as permitted in this Section, property; and (yiv) where the failure for those listed in Section 4.10 of the properties Schedule, all of which will be released at or prior to the Merger Closing. Neither the Company nor any of its Subsidiaries has received notice of violation of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’szoning regulation, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate ordinance or other taxes law, order, regulation or assessments on requirement relating to real property owned or against any property of the Borrower, the other Obligors or their respective Subsidiaries leased by it which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could violation would reasonably be expected to have a Company Material Adverse Effect. The tangible personal property of the Company and its Subsidiaries that is material to the operation of the business of the Company and its Subsidiaries is fit for the use which is intended, free from any material defects and is in good operating condition and repair (ordinary wear and tear excepted). None of such material tangible personal property requires any repair or replacement except for maintenance or replacement in the ordinary course of business or replacement in accordance with the normal useful life for such tangible personal property. None of the Company or any of its Subsidiaries owns any material amounts of personal property that are obsolete or of below standard quality. None of the Borrower, material tangible personal property is located other than at the other Obligors locations of the Company or their respective any of its Subsidiaries set forth on Section 4.10 of the Schedule. No portion of the real property owned or leased by the Company or any of its Subsidiaries is now damaged subject to any pending condemnation proceeding or injured as a result proceeding by any Governmental Entity materially adverse to such property, and, none of the Company or any of its Subsidiaries knows of any firethreatened condemnation proceeding with respect to such property. The buildings, explosionplants, accidentimprovements, flood structures and fixtures on the real property owned or other casualty leased by the Company or any of its Subsidiaries, including, without limitation, heating, ventilation, mechanical, electrical, sewer, sprinkler and air conditioning systems, roof, foundation and floors, (i) have been properly maintained in all material respects, (ii) are in good operating condition in all material respects, ordinary wear and tear excepted, and are fit for the purposes for which they are being utilized, and (iii) are in accordance with all applicable laws, ordinances, rules and regulations applicable to the Company or any manner of its Subsidiaries or such property (including those relating to building, zoning, fire or health codes), except for such failures to be in accordance with such laws, ordinances, rules or regulations which individually or in the aggregate has have not had or could not reasonably be expected to have any a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any notice alleging any such violation or requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with such real property which has not been heretofore been complied with by the Company or its Subsidiaries.

Property. All Seller or one of its Subsidiaries (a) has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the Seller SEC Reports as being owned by Seller or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Seller on the date hereof or otherwise materially impair business operations at such properties, as conducted by Seller on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by Seller on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Seller SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Seller’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Seller or one of its Subsidiaries or, to Seller’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Seller, threatened condemnation proceedings against the BorrowerReal Property. Seller and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Seller currently maintains insurance on all its property, including the Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Seller has not received any notice of termination, nonrenewal or material premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All (a) Section 3.17(a) of the Borrower’sCompany Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or its Subsidiaries, identifying the owner and address of each such property (“Owned Properties”). Each of the Company and its Subsidiaries has good, valid and marketable title, free and clear of all Liens, to all Owned Properties, except for Liens that do not detract in any material respect from the present use or value of such real property, and is in exclusive possession thereof. (b) A true and complete copy of each agreement pursuant to which the Company or any of its Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the other Obligors’ “Leases”) has heretofore been made available to Parent. Each Lease is valid, binding and their respective Subsidiaries’ properties are enforceable against the Company or its applicable Subsidiary in good repair accordance with its terms and conditionis in full force and effect (except as may be limited by bankruptcy, subject to ordinary wear insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and tear, other than (xthe availability of equitable remedies) with respect to deferred maintenance existing except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to would not reasonably be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower Company. There are no material defaults by the Company or any of its Subsidiaries, as applicable, under any of the REIT GuarantorLeases and the Company or one of its Subsidiaries is in possession of the properties purported to be leased thereunder. The Borrower has completed or caused to be completed an appropriate investigation consummation of the environmental condition of each Property as transactions contemplated by this Agreement will not cause defaults under the Leases or require any consent of the later applicable lessor. (c) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties” and together with the Owned Properties, the “Real Property”) constitute all of the real estate on which the Company and its Subsidiaries maintain their facilities or conduct their business as of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid condemnation proceedings or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against or sales or other disposition in lieu of condemnation of any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andkind pending or, to the knowledge of the BorrowerCompany, no such proceedings threatened with respect to any Real Property. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are presently threatened or contemplated by any taking authority whichin good operating condition and in a state of good working order, ordinary wear and tear excepted. The Company and its Subsidiaries are in compliance with all such eventsapplicable health and safety related requirements for the Real Property, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All of the Borrower’sBorrowers', the other Obligors’ Guarantors' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower has Borrowers further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’sBorrowers', the Obligors’ Guarantors' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsBorrower, such Guarantor or such Subsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the any Borrower, the other Obligors any Guarantor or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the BorrowerBorrowers, the other Obligors Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerBorrowers, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrowers or the Guarantors. None of the property of the BorrowerBorrowers, the other Obligors Guarantors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrowers or the Guarantors. The Real Estate owned by ▇▇▇▇▇▇, WDOP and their respective Subsidiaries is set forth on Schedule 6.20 hereto.

Property. All (i) Neither OIS nor any of its subsidiaries owns any real property. OIS and each of its subsidiaries has good and marketable title to, or, in the Borrower’s, the other Obligors’ case of securities and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriateinvestments, a “Phase IIsecurity entitlement” report(as defined in the Uniform Commercial Code) in, or in each the case prepared of leased property, a valid leasehold interest in, all material property (whether real or personal, tangible or intangible, and including securities and investments) and assets purported to be owned or leased by a recognized environmental engineer it or any of its subsidiaries, and no such material property and assets are subject to any Liens except mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or similar Liens arising in accordance the ordinary course of business consistent with customary standards which discloses that such property is past practice or Tax Liens for current Taxes not in violation of the representations yet due and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. payable. (ii) There are no unpaid real properties leased or outstanding real estate otherwise used by OIS or Merger Sub or any other taxes subsidiary of OIS (the “OIS Leased Property”) that are not listed in the OIS Reports or assessments set forth on or against any property Section 5.01(v)(ii) of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentOIS Disclosure Letter. Except as set forth in Schedule 6.1(eeSection 5.02(v)(ii) heretoof the OIS Disclosure Letter, there is no outstanding Tax or levy in respect of the OIS Leased Property or in connection with OIS’s or any of its subsidiaries’ use or right in such properties (except municipal Taxes due from time to time) for which OIS or any of its subsidiaries is directly liable under the terms of use of such Lease Property. Except as set forth in Section 5.02(v)(ii) of the OIS Disclosure Letter, OIS and each of its subsidiaries have obtained all required approvals, authorizations and permits from any Governmental Entity in connection with all real property held by it or to which it is entitled or in which it has rights (including building permits), and all of such approvals, authorizations and permits are in full force and effect, except where the lack thereof does not constitute an OIS Adverse Effect. To OIS’s knowledge, there are no pending eminent domain outstanding claims or proceedings against commenced by any property third party (including any Governmental Entity) in connection with OIS’s or any of its subsidiaries’ possession or use of the Borrower, OIS Leased Property. The lease agreements entered into by OIS and its subsidiaries in connection with the other Obligors or their respective Subsidiaries or any part thereofOIS Leased Property are in full force and effect and enforceable, and, to the knowledge of OIS, there are no existing material defaults of OIS and its subsidiaries or any other party to the Borrowerleases thereunder. Other than the lease agreements referred to above, OIS and its subsidiaries have no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result interests of any fire, explosion, accident, flood or other casualty type in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectreal property.

Property. All (i) The Company or its Subsidiaries is the registered and beneficial owner of the Borrower’sreal property described in section (t) of the Company Disclosure Letter (together with all improvements located thereon and all easements and other rights and interests appurtenant thereto, collectively, the “Company Owned Real Property”) and holds fee simple title thereto, free and clear of all Liens, except Permitted Liens. (ii) Other than the Company Owned Real Property, the Company and its Subsidiaries do not own any other Obligors’ real property. Neither the Company nor its Subsidiaries is a party to any Contract or option to purchase any real property or interest therein. (iii) In respect of the Company Owned Real Property: neither the Company nor its Subsidiaries have received any notice, and their respective Subsidiaries’ properties have no knowledge, of any intention of any Governmental Entity to expropriate all or any part of the Company Owned Real Property; there are no leases in respect of the Company Owned Real Property or any portion thereof other than Permitted Liens; no Person has any right of first refusal, option, or other right to acquire the Company Owned Real Property or any part thereof other than Permitted Liens; the Company or its Subsidiaries is not in default under any of its material obligations arising out of any Permitted Liens beyond any applicable cure periods; all necessary permits and approvals have been obtained from the appropriate Governmental Entity in respect of the Company’s and its Subsidiaries present use of and operations on the Company Owned Real Property; the Company and its Subsidiaries have no present or future obligation to pay moneys to any Governmental Entity in connection with any on-site or off-site servicing, including off-site roads, services or utilities, save and except obligations which exist by virtue of the Permitted Liens; to the knowledge of the Company, the use, ownership, occupancy and operation of the Company Owned Real Property in the manner in which it is now used, owned, occupied and operated comply in all material respects with all zoning, building, use, safety or other similar Laws; all improvements on any such parcel are in good repair and operating condition, subject to ordinary wear and teartear excepted, are supplied with utilities and other than (x) with respect to deferred maintenance existing as services necessary for the operation of the date of acquisition of such property as permitted in this Section, and (y) where the failure business of the properties Company or its Subsidiaries as currently conducted at such Company Owned Real Property and sufficient for their current occupancy and use; neither the Company nor its Subsidiaries has received any notice of any Subsidiary special Tax, levy or assessment for benefits or betterments that affect any parcel of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Company Owned Real Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerCompany, no such proceedings special Taxes, levies or assessments are presently threatened pending or contemplated contemplated. (iv) Each property currently leased or subleased by the Company or its Subsidiaries from a third party (together with the improvements included therewith or therein or located thereon, and all easements and other rights and interests in real property appurtenant thereto and all rights and privileges under the leases related thereto, collectively, the “Company Leased Properties”) is listed in section (t) of the Company Disclosure Letter, identifying the documents under which such leasehold interests are held (all written or oral leases, subleases, licenses, concessions and other agreements, including all amendments, modifications, extensions, renewals, guaranties, and other agreements with respect thereto, collectively, the “Company Lease Documents”). The Company or its Subsidiaries, as applicable, holds good and valid leasehold interests in the Company Leased Properties, free and clear of all Liens on the leasehold interest other than Permitted Liens. Each of the Company Lease Documents is valid, binding and in full force and effect as against the Company and its Subsidiaries, as applicable, and to the knowledge of the Company, as against the other parties thereto. Neither the Company, its Subsidiaries nor, to the knowledge of the Company, any taking authority whichof the other parties to the Company Lease Documents, is in all material breach or violation or default (in each case, with or without notice or lapse of time or both) under any of the Company Lease Documents which breach, violation or default has not been cured, and the Company and its Subsidiaries has not received or given any notice of default under any such eventsagreement which remains uncured, and to the knowledge of the Company, no event has occurred which with the giving of notice or passage of time, or both, would constitute a breach or default under any Company Lease Documents. There are no current material disputes with respect to such Company Lease Documents. No security deposit or portion thereof deposited with respect to any Company Lease Documents has been applied in respect of a breach or default thereunder which has not been redeposited in full. Except as disclosed in the Company Disclosure Letter, neither the Company nor its Subsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Company Lease Documents. Neither the Company not its Subsidiaries has subleased, licensed or otherwise granted any other party the right to use or occupy any Company Leased Properties or any portion thereof, and there are no Persons other than the Company or its Subsidiaries occupying or holding valid rights to occupy the Company Leased Properties. Neither the Company nor its Subsidiaries has collaterally assigned or granted any security interest in any Company Lease Documents or any interest therein. The Company Leased Properties, including without limitation, the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance, are reasonably sufficient for the operation thereof for their current use, and, to the Company’s knowledge, there are no material structural or other physical defect or deficiency in the condition of such improvements, and to the Company’s knowledge, there are no facts or conditions that would, individually or in the aggregate have had aggregate, interfere in any material respect with the use or could reasonably be expected to have a Material Adverse Effect. None occupancy of such Company Leased Properties in the operation of the property business of the BorrowerCompany and its Subsidiaries as currently conducted thereon. Neither the use nor occupancy thereof violates in any way any applicable Laws, licenses, certificates, permits, covenants, conditions or restrictions, whether state, local or private, and the other Obligors Company or its Subsidiaries has received all required permits, certificates, licenses, authorizations and approvals under Law in connection with the use and occupancy thereof. (v) The Company and each of its Subsidiaries has good and valid title to, or a valid and enforceable leasehold interest in, all of its and their respective Subsidiaries is now damaged other material assets and property not listed above in paragraph (t) and the Company’s and its Subsidiaries’ ownership of or injured as a result of any fire, explosion, accident, flood or other casualty leasehold interest in any manner which individually such property is not subject to any Liens, except for Permitted Liens. (vi) The Company Owned Real Property and the Company Leased Properties, as applicable, are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of the Company’s and its Subsidiaries facilities. The Company Owned Real Property and the Company Leased Properties constitute all of the real property owned, leased, subleased, licensed or otherwise used or occupied by the Company and its Subsidiaries or otherwise used in connection with the aggregate has had or could reasonably be expected to have any Material Adverse Effectbusiness of the Company.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject It shall be a condition to ordinary wear and tear, other than Seller’s obligation to close hereunder that neither (x) the NG Partnership Interests Purchase and Sale Agreement shall have been terminated with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and NG Partnership Interests nor (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has the Harborside Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement shall have been disclosed in writing terminated with respect to more than two (2) of the Acquired Properties (exclusive of the NG Partnership Interests; it being agreed by Purchaser and Seller that a termination of the NG Partnership Interests Purchase and Sale Agreement with respect to the Agent NG Partnership Interests is addressed in the foregoing clause (x) and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property that the two (2) Acquired Properties referenced in the foregoing clause (y) shall not include the NG Partnership Interests for purposes of the Borrowerapplication of the foregoing clause (y)) (it being understood that a termination of this Agreement with respect to one or more of the separate sites constituting the Properties leased by The Goodyear Tire & Rubber Company (collectively, the other Obligors “Goodyear Properties”) or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) heretoone or more separate sites constituting the Properties leased by CEVA Freight, there are no pending eminent domain proceedings against any property of the BorrowerLLC (collectively, the other Obligors “CEVA Properties”) shall be deemed in both cases to be a termination of this Agreement with respect to only one Property notwithstanding the Lease with The Goodyear Tire & Rubber Company and the Lease with CEVA Freight, LLC cover multiple Properties). For clarification, the parties agree that it is possible for a closing condition (A) under the Harborside Purchase and Sale Agreement not to be satisfied (for example, the bankruptcy of Schwab) which would allow Purchaser not to close and to terminate with respect to the Harborside Membership Interests but proceed to closing under this Agreement, the NG Partnership Interests Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement or their respective Subsidiaries or any part thereof(B) under the NG Partnership Interests Purchase and Sale Agreement not to be satisfied (for example, the bankruptcy of Northrop) which would allow Purchaser not to close and to terminate with respect to the NG Partnership Interests and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any firesuch termination, explosionthere would be a failure of a condition to close under this Agreement, accidentthe Harborside Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement which would allow Seller to terminate this Agreement, flood or other casualty in any manner which individually or in Harborside Seller to terminate the aggregate has had or could reasonably be expected Harborside Purchase and Sale Agreement and CTL Reston Seller to have any Material Adverse Effectterminate the CTL Reston Member Interest Purchase and Sale Agreement.” (b) Section 7.2.1 of the Agreement is hereby amended by adding the following Section 7.2.1(5) at the end thereof:

Property. All (i) The Company or its Subsidiaries is the registered and/or beneficial owner of the Borrower’sreal property described in section (t) of the Company Disclosure Letter (collectively, the “Company Owned Real Property”) free and clear of all Liens, except Permitted Liens. (ii) Other than the Company Owned Real Property, the Company and its Subsidiaries do not own any other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than real property. (xiii) with In respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionCompany Owned Real Property: neither the Company nor its Subsidiaries have received any notice, and (y) where the failure have no knowledge, of any intention of any Governmental Entity to expropriate all or any part of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, Company Owned Real Property; there are no pending eminent domain proceedings against any property leases in respect of the Borrower, the other Obligors or their respective Subsidiaries Company Owned Real Property or any part thereofthereof other than Permitted Liens; other than as disclosed in section (t)(iii) of the Company Disclosure Letter, andno Person has any right of first refusal, option, or other right to acquire the Company Owned Real Property or any part thereof other than Permitted Liens; to the knowledge of the BorrowerCompany, the Company or its Subsidiaries is not in default under any of its material obligations arising out of any Permitted Liens beyond any applicable cure periods; all necessary permits and approvals have been obtained from the appropriate Governmental Entity in respect of the Company’s and its Subsidiaries present use of and operations on the Company Owned Real Property; the Company and its Subsidiaries have no present or future obligation to pay moneys to any Governmental Entity in connection with any on-site or off-site servicing, including off-site roads, services or utilities, save and except obligations which exist by virtue of the Permitted Liens. (iv) Each property currently leased or subleased by the Company or its Subsidiaries from a third party (collectively, the “Company Leased Properties”) is listed in section (t)(iii) of the Company Disclosure Letter, identifying the documents under which such proceedings leasehold interests are presently threatened held (collectively, the “Company Lease Documents”). The Company or contemplated by any taking authority whichits Subsidiaries, in all such eventsas applicable, individually or holds good and valid leasehold interests in the aggregate have had or could reasonably be expected to have a Material Adverse EffectCompany Leased Properties, free and clear of all Liens other than Permitted Liens. None Each of the property Company Lease Documents is valid, binding and in full force and effect as against the Company and its Subsidiaries, as applicable, and to the knowledge of the BorrowerCompany, as against the other Obligors parties thereto. To the knowledge of the Company, neither the Company, its Subsidiaries nor any of the other parties to the Company Lease Documents, is in material breach or violation or default (in each case, with or without notice or lapse of time or both) under any of the Company Lease Documents which breach, violation or default has not been cured, and the Company and its Subsidiaries has not received or given any notice of default under any such agreement which remains uncured. (v) The Company and each of its Subsidiaries has good and valid title to, or a valid and enforceable leasehold interest in, all of its and their respective Subsidiaries is now damaged other material assets and property not listed above in paragraph (s) and the Company’s and its Subsidiaries’ ownership of or injured as a result of any fire, explosion, accident, flood or other casualty leasehold interest in any manner which individually such property is not subject to any Liens, except for Permitted Liens. (vi) The Company Owned Real Property and the Company Leased Properties, as applicable, are adequately serviced by utilities (or in well water with adequate septic systems, if any) having adequate capacities for the aggregate has had or could reasonably be expected to have any Material Adverse Effectnormal operations of the Company’s and its Subsidiaries facilities.

Property. All of the Borrower’s's, its Subsidiaries' and the other Obligors’ and their respective Subsidiaries’ Operating Companies' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' or Operating Companies' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such PersonsSubsidiary or Operating Company, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any of its Subsidiaries or their respective Subsidiaries any Operating Company which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) SCHEDULE 6.20 hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors its Subsidiaries or their respective Subsidiaries any Operating Company or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors its Subsidiaries or their respective Subsidiaries any Operating Company is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All (i) Section 3.01(s)(i) of the Borrower’sCompany Disclosure Schedule sets forth all of the real property owned in fee by the Company and its Subsidiaries that are material to the conduct of business of the Company and its Subsidiaries, taken as a whole. Each of the Company and its Subsidiaries owns fee title to each parcel of real property owned by it free and clear of all Liens, except for Permitted Liens (as defined in this Section 3.01(s)). (ii) With respect to the tangible properties and assets of the Company and its Subsidiaries (excluding real property) that are material to the conduct of the broadcast operations of the Company and its Subsidiaries, the other Obligors’ Company and their respective Subsidiaries’ its Subsidiaries have good title to, or hold pursuant to valid and enforceable leases, all such properties are and assets, with only such exceptions as, individually or in good repair and conditionthe aggregate, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not reasonably be reasonably expected to have a Material Adverse Effect on either the Borrower or Company and subject to the REIT GuarantorPermitted Liens. The Borrower has completed or caused All of the assets of the Company and its Subsidiaries have been maintained and repaired for their continued operation and are in good operating condition, reasonable wear and tear excepted, and usable in the ordinary course of business, except where the failure to be completed an appropriate investigation of the environmental in such repair or condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, so usable individually or in the aggregate have had or could not reasonably be expected to have a Material Adverse Effect. None Effect on the Company. (iii) Section 3.01(s)(ii) of the property of the BorrowerCompany Disclosure Schedule sets forth each lease, sublease, license, sublicense or other agreement (collectively, the other Obligors "Property Leases") under which the Company or their respective any of its Subsidiaries is uses or occupies or has the right to use or occupy, now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had future, any real property or personal property material to the conduct of the businesses of the Company and its Subsidiaries, taken as a whole or any real property leased or licensed by the Company or its Subsidiaries. Except to the extent that (x) it could not reasonably be expected to have any a Material Adverse EffectEffect on the Company, or (y) the term of such Property Lease has expired or been terminated and the Company or its Subsidiaries continues to use or occupy any of the subject property on a period to period basis (i.e., "month to month"), each Property Lease is valid, binding and in full force and effect, all rent and other sums and charges which are due and payable by the Company and its Subsidiaries as tenants thereunder are current except as set forth in Section 3.01(s)(ii) of the Company Disclosure Schedule, and neither the Company nor any of its Subsidiaries has received actual notice that any party thereto is in default in any material respect under any lease, sublease, license, sublicense or use or occupancy agreement listed in Section 3.01(s)(ii) of the Company Disclosure Schedule. Each of the Company and its Subsidiaries has a valid leasehold interest (including subleasehold and subleasehold estates) and/or right of use under a license or sublicense agreement or other possessory rights in each location used or occupied for broadcast purposes (whether office, studio, tower, transmitter building and/or antenna) leased, subleased, subsubleased, licensed, sublicensed or used by it free and clear of all Liens, except for Permitted Liens. (iv) As used in this Agreement, "Permitted Liens" shall mean: (i) statutory liens securing payments not yet delinquent or the validity of which are being contested in good faith by appropriate actions, (ii) purchase money liens arising in the ordinary course, (iii) liens for Taxes and special assessments (e.g., for municipal improvements) not yet due and payable and/or delinquent, (iv) liens reflected or reserved against in the unaudited balance sheet of the Company dated as of March 31, 1998, included in the Form 10-Q (which have not been discharged), (v) liens which in the aggregate do not materially detract from the value for use for broadcasting purposes or materially impair the present and continued use of the properties or assets subject thereto in the usual and normal conduct of the radio broadcast business of the Company and its Subsidiaries, (vi) liens on leases, subleases, sub-subleases, easements, licenses, rights of use, rights to access and rights of way arising from the provisions of such agreements or benefitting or created by any superior estate, right or interest which is prior in right or prior in lien to that of the subject lease, sublease, sub-sublease, easement, license, right of use, right to access or right of way, (vii) any liens set forth in the title policies, endorsements, title commitments, title certificates and title reports relating to the Company's interests in real property identified in Section 3.01(s)(iv) of the Company Disclosure Schedule, true and correct copies of which have been made available to Parent and Sub, (viii) any leases, subleases, occupancy agreements or licenses set forth in Section 3.01(s) of the Company Disclosure Schedule, (ix) the lien of any and all security agreements, documents, mortgages and deeds of trust held by, or for the benefit of, AT&T Commercial Finance Corporation and/or Union Bank of California, as co-lenders under the Credit Agreement, and their respective successors and assigns, (x) any state of facts that an accurate survey or personal inspection of the Company's real property (whether owned, leased or licensed) would show, provided same does not material adversely affect the use thereof for their present broadcasting purposes, (xi) encroachments of ▇▇▇▇▇▇, areas, cellar steps or doors, trim, copings, retaining walls, bay windows, balconies, sidewalk elevators, fences, fire escapes, cornices, foundations, footings and similar projections, if any, on, over or under any of the Company's real property (whether owned, leased or licensed) or the streets or sidewalks abutting any of such real property, and the rights of governmental authorities to require the removal of any such projections and variations between record lines of such real property and retaining walls and the like, if any, (xii) any easements or rights of use, if any, created in favor of any public utility or municipal department or agency for electricity, steam, gas, telephone, cable television, water, sewer or other services in any street or avenue abutting the Company's real property (whether owned, leased or licensed), and the right, if any, to use and maintain wires, cables, terminal boxes, lines, service connections, poles, mains and facilities servicing any of such real property or in, on, over or across any of such real property, (xiii) covenants, easements, restrictions, agreements, consents and other instruments, now of record, provided same do not materially adversely interfere with the use of the Company's real property (whether owned, leased or licensed) for their present broadcast purposes, (xiv) variations, if any, between tax lot lines and property lines, (xv) deviations, if any, of fences or shrubs from property lines, (xvi) any other declaration or instrument affecting any of the Company's real property (whether owned, leased or licensed) necessary or appropriate to comply with any law, ordinance, regulation, zoning resolution or requirement of applicable governmental authorities or any other public authority, applicable to the maintenance, demolition, construction, alteration, repair or restoration of the improvements at the Company's real property (whether owned, leased or licensed), which does not materially adversely affect the use of thereof for their present broadcast purposes, (xvii) the provisions of the applicable zoning resolution and other regulations, resolutions and ordinances and any amendments thereto now or hereafter adopted, provided same do not materially adversely interfere with the use of the Company's real property for their present broadcast purposes, (xviii) Liens described in the Form 10-K or Form 10-Q, and (xix) any other Liens set forth in Section 3.01(s) of the Company Disclosure Schedule. For the purposes hereof "Company's real property" and "Company's interests in real property" shall include the real property and interests therein owned or held (as leasehold interests or otherwise) respectively by the Company and/or its Subsidiaries.

Property. All The Company or a Company Subsidiary (a) has good and marketable title to all the real properties reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties ”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances ”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties ” and, collectively with the Company Owned Properties, the other Obligors’ “Company Real Property” ), free and their respective clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor (and no condition exists which, with notice or lapse of time or both, would constitute a breach or default thereunder by the Company or any of its Subsidiaries’ properties , except for such breaches and defaults which, individually or in the aggregate, would not result in the forfeiture of the use or occupancy of the property covered by such lease). The Company Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Company Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, no such threatened condemnation proceedings against the Company Real Property. The Company and its Subsidiaries are presently threatened or contemplated by any taking authority whichin compliance with all applicable health and safety related requirements for the Company Real Property, in all such events, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All (a) Section 4.17 of the Borrower’sCompany Disclosure Letter contains a true and complete list of all real property leases, ground leases, licenses, tenancies, subleases and all other occupancy agreements to which the Company or any of its Subsidiaries is a party (including all amendments, and modifications, supplements, renewals, extensions and guarantees related thereto) (the leased and subleased space or parcel of real property thereunder being, collectively, the other Obligors’ “Leased Property”) (each as amended, supplemental or modified, the “Leases”) and their respective Subsidiaries’ properties are in good repair the Company has delivered to Parent a true, correct and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing complete copy of each Lease. Except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could and would not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have had or could reasonably be expected to have aggregate, a Company Material Adverse Effect. None : (i) the Company or a Subsidiary of the Company has good and valid title to all its personal property, free and clear of all Liens (except for Permitted Liens), and has good and valid title to the leasehold estate in all Leased Property, free and clear of all Liens (except for Permitted Liens, and except for title exceptions, defects, liens, charges, restrictions, encumbrances, restrictive covenants and other matters of record which were not caused by or result from the actions or inactions of the Company or a Subsidiary of the Company and which do not materially affect the continued use of the property for the purposes for which the property is currently being used (assuming the timely discharge of all obligations owing under or related to the personal property and the Leased Property) by the Company or a Subsidiary of the BorrowerCompany), the other Obligors or sufficient to conduct their respective businesses as currently conducted; (ii) the Leases are valid, binding and enforceable against the Company or a Subsidiary of the Company in accordance with their terms and are in full force and effect; (iii) there is not, under any of the Leases, any existing default or violation by the Company or any of its Subsidiaries, nor to the Company’s knowledge, any existing default or violation by any counterparty to any Lease, nor any event, fact or circumstance which, with notice or lapse of time or both, would become a default or violation by the Company or any of its Subsidiaries is now damaged or injured as any counterparty to any Lease or give rise to a result right of termination or cancellation under any fireof the Leases; (iv) neither the Company nor any of its Subsidiaries has assigned, explosiontransferred, accidentconveyed, flood mortgaged, or other casualty encumbered any interest in any manner which individually Leased Property; and (v) the Company, its Subsidiaries (and any Affiliate of the Company or its Subsidiaries, as applicable) enjoys peaceful and undisturbed possession under the Leases. (b) Neither the Company nor any of its Subsidiaries owns any real property or interest in real property, other than leasehold interests in the aggregate has had or could reasonably be expected Leased Property. (c) The Leased Property constitutes all real property necessary to have any Material Adverse Effectoperate the Business in all material respects as presently conducted.

Property. All (i) Sellers do not have any interest in any real property in connection with the operation of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, towers other than as described on Exhibit A and Exhibit B. Each Seller is, or will be, at the time of Closing, in possession of each of its Sites. Each Seller has, or will have at the time of Closing, (xA) with respect good, marketable, and fee simple title to deferred maintenance existing its Owned Sites and all the improvements, (B) good and valid leasehold estates or good and valid easements as of to its Leased Sites, (C) good and valid easement rights providing all necessary access and utilities to and from the date of acquisition of such property as permitted in this Sectionimprovements and the Sites to public roads, and (yD) where good and marketable legal title to all personal property included in the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportAcquired Assets, in each case prepared by case, free and clear of all (i) Security Interests except for (i) Security Interests described in the Disclosure Schedule, which will be released and discharged prior to the Closing, (ii) Permitted Encumbrances and (iii) Defects which, if the affected Site is conveyed to the Buyer will be discharged or cured prior to the Closing or will be a recognized environmental engineer in accordance with customary standards matter for which discloses that such property the Buyer is indemnified pursuant to Section 8(g). (ii) No Seller has voluntarily granted any, is not in violation a party to any agreement providing for, and no Seller has any knowledge of, easements, conditions, reservations, covenants, restrictions, leases, subleases, rights, options or any other matters that would adversely affect the use of any of the representations towers and covenants set forth the Sites for the same purposes and uses as the towers and Sites have been used by such Seller, except for (i) Security Interests described in this AgreementSection 3(i) of the Disclosure Schedule, unless such violation has been disclosed in writing which will be released and discharged prior to the Agent Closing, (ii) Permitted Encumbrances and remediation actions satisfactory (iii) Defects which, if the affected Site is conveyed to Agent are being taken. There are no unpaid the Buyer, will be discharged or outstanding real estate cured prior to the Closing or other taxes or assessments on or against any property will be a matter for which the Buyer is indemnified pursuant to Section 8(g). (iii) To the best of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) heretoeach Seller's knowledge, there are no improvements planned by any public authority any part of the cost of which might be assessed against such Seller. (iv) To each Seller's knowledge, with respect to its Sites, there are no (A) applications, ordinances, petitions, resolutions or other matters pending before any governmental agency having jurisdiction to act on zoning changes that would prohibit or make nonconforming the use of any of the Sites for the operation of the towers; or (B) pending or threatened condemnation or eminent domain proceedings against proceedings, or proposed sale in lieu thereof. (v) To each Seller's knowledge (except as reported by the Buyer), the improvements, including the towers, are in good condition and repair, ordinary wear and tear excepted, and do not have any property structural or material defects except as described on Section 3(j) of the BorrowerDisclosure Schedule. (vi) Exhibit A lists all of the Leased Sites, and identifies the lease date and the lessor thereunder and the current monthly rental paid by Sellers. To the extent that written leases, management agreements or easements exist and are in the Sellers' possession, the other Obligors Sellers have delivered to the Buyer correct and complete copies thereof. The Sellers do not possess written documents for all of Leased Sites, and the leases, management agreements or easements for some locations have expired, as indicated in Exhibit A; provided, however, the Sellers will use their respective Subsidiaries commercially reasonable best efforts to remove these Defects prior to Closing. To the Knowledge of the Sellers, there are no disputes with the lessor or sublessor of any of the leases, management agreements or easements listed on Exhibit A except as described in Section 3(i) of the Disclosure Schedule or where such dispute would not have a material adverse effect on the financial condition of any particular tower; provided however, the Sellers will use their commercially reasonable best efforts to remove these Defects prior to Closing. Each lease or sublease listed on Exhibit A which is written and has not expired by its terms (as indicated on Exhibit A) is valid and in full force and effect, unless otherwise noted in Section 3(i) of the Disclosure Schedule. Any lease or sublease listed on Exhibit A which is not written and in full force and effect on the Closing Date will be considered to have a Defect, and may be dealt with as provided in Section 2(d)(iii). Except as described on 3(i) of the Disclosure Schedule, the leases are freely assignable to the Buyer without the consent of any landlord, tenant or third party and there are no defaults on the part thereof, andof Sellers or, to the knowledge Knowledge of the BorrowerSellers, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectlandlords.

Property. All (a) None of the Borrower’sSellers owns in fee simple any land, buildings, structures or improvements. (b) Schedule 5.13(b) sets forth the address or other Obligors’ description of each parcel of Leased Real Property, and their respective Subsidiaries’ properties are in good repair a true, correct and conditioncomplete list of all Leases for each Leased Real Property held by the Sellers (including the date, subject to ordinary wear if available, and tear, other than (x) with respect to deferred maintenance existing as name of each of the date parties to such Lease document). The Sellers have delivered or made available to the Purchaser a true and complete copy of acquisition each of the aforementioned Lease documents and, except as set forth on Schedule 5.13(b), such property as permitted in this SectionLeases have not been amended, modified, restated or otherwise supplemented. The Sellers have delivered or made available to the Purchaser true, correct and complete copies of material (i) leasehold mortgages and deeds of trust, certificates of occupancy, leasehold title insurance policies and surveys relating to each Leased Real Property and (yii) where the failure Liens, occupancy agreements, possessory rights, options and rights of the properties of first refusal relating to or affecting any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentLeased Real Property. Except as set forth in Schedule 6.1(ee5.13(b), with respect to each of the aforementioned Leases: (i) heretoexcept as results from the pendency of the Bankruptcy Case, Sellers have a valid and subsisting leasehold estate in and the right to quiet enjoyment of such Leased Real Property for the full term of such Lease, and such Lease is legal, valid, binding and enforceable against the applicable Seller and in full force and effect; (ii) there are no material disputes with respect to such Lease, nor have the Sellers received written notice of any default thereunder (or condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder); (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iv) the Sellers do not owe, nor will they in the future owe, any brokerage commissions or finder’s fees with respect to such Lease; (v) except as set forth on Schedule 5.13(b), the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Sellers; (vi) except as set forth on Schedule 5.13(b), there are no pending eminent domain proceedings Liens on the estate or interest created by such Lease created or suffered to exist by the Sellers that will not be extinguished pursuant to the Sale Order as against any property of the Borrowersuch estate or interest; (vii) except as set forth on Schedule 5.13.(b), the other Obligors or their respective Subsidiaries or any part thereof, no Seller and, to the knowledge Knowledge of the BorrowerSellers, no other party to such proceedings Lease has assigned the same or sublet any part of the premises covered thereby or exercised any option or right thereunder; (viii) no material penalties are presently threatened accrued or contemplated by unpaid under any taking authority whichLease; (ix) except as set forth on Schedule 5.13(b), in all no consent of any third party under such eventsLease is necessary with respect to the Purchaser’s acquisition of the Purchased Assets, individually nor will such Lease be terminable or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured default as a result of the consummation of the transactions contemplated thereby. (c) Except as set forth on Schedule 5.13(c), to the Knowledge of the Sellers, all improvements are in reasonably good condition and repair in all material respects and sufficient for the operation of the business of the Sellers, subject to reasonable wear and tear. Except as set forth on Schedule 5.13(c), to the Knowledge of the Sellers, there are no facts or conditions affecting any fireof the Improvements which would interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Sellers. (d) Sellers have received no written or, explosionto the Sellers’ Knowledge, accidentoral notification that they are in violation of any applicable building, flood zoning, health or other casualty law, ordinance or regulation which would materially adversely affect the use or operations of any Leased Real Property, except for any written notifications that pertain to violations that have been cured or resolved. The Sellers have received no written notification regarding unrecorded easements and/or agreements or encroachments in respect of all or any manner which individually portion of any Leased Real Property that could materially adversely affect any such Leased Real Property or the use thereof. (b) Sellers have obtained all material approvals and consents required to use and operate each Leased Real Property in the aggregate has had or could reasonably manner in which such Leased Real Property is currently being used and operated, and, except as set forth on Schedule 5.13(e), no such approvals will be expected required as a result of the transactions contemplated by this Agreement, to have any Material Adverse Effectbe issued after the date hereof in order to permit the Purchaser, following the Closing, to continue to operate the Leased Real Property.

Property. All (a) Except for assets disposed of in the ordinary course of business consistent with past practice since the date of the Borrower’sLatest Balance Sheet or as would not reasonably be expected to be material to the Company or the Business, the other Obligors’ Company owns good and their respective Subsidiaries’ properties are marketable title to, or holds pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by it on the Latest Balance Sheet and all Tangible Property, in good repair each case free and conditionclear of all Liens, subject to ordinary wear except for Permitted Liens. (b) Schedule 5.17(b) of the Seller and tearCompany Disclosure Schedules sets forth a true and complete list, other than (x) with respect to deferred maintenance existing as of the date hereof, of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Personsall Contracts, including preparation of a “Phase I” report andamendments, if appropriateextensions, renewals, notices and guarantees under which the Company leases, subleases, licenses or otherwise occupies real property (each, a “Phase IILease” reportand collectively, the “Leases”, and each description of the real property demised under the Leases, a “Leased Property” and collectively the “Leased Properties”) or has a right-of-way, easement, right of access or right to use (each, an “Easement Agreement” and collectively, the “Easement Agreements”, and each description of the interest demised under the Easement Agreements, an “Easement” and collectively, the “Easements”). The Company has a good and valid leasehold title to each Leased Property subject only to the terms and conditions of the applicable Lease and to any Permitted Liens, except, in each case prepared by case, as would not reasonably be expected to be material to the Company or the Business. The Company has a recognized environmental engineer good and valid interest in accordance with customary standards which discloses that such property is not in violation each Easement subject only to the terms and conditions of the representations applicable Easement Agreement and covenants set forth to any Permitted Liens, except, in this Agreementeach case, unless such violation has been disclosed in writing as would not reasonably be expected to be material to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid Company or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentBusiness. Except as set forth in Schedule 6.1(ee5.17(b) heretoof the Seller and Company Disclosure Schedule and the services provided under the Transition Services Agreement, neither the Seller nor any of its direct or indirect Subsidiaries (other than the Company) is a party to any leases, subleases, licenses or otherwise occupies any real property that is necessary to conduct and operate the Business as currently conducted in substantially the same manner in all material respects as conducted immediately prior to the Closing Date or has a right-of-way, easement, right of access or right to use any real property that is necessary to conduct and operate the Business as currently conducted in substantially the same manner in all material respects as conducted immediately prior to the Closing Date. (c) Neither the Company nor any of its other direct or indirect Subsidiaries owns any real property or has owned any real property in the last five (5) years. (d) There is no pending or, to the Knowledge of the Company, threatened, appropriation or condemnation Action materially affecting and impairing the current use, occupancy, or value of any Leased Property or any part thereof or of any sale or other disposition of any Leased Property. (e) To the Knowledge of the Company, each Lease is in full force and effect. The Company has not in the last five (5) years sent or received written notice of any violation of or any default under any Lease or Permitted Lien and, to the Knowledge of the Company, there are no pending eminent domain proceedings against facts or circumstances that, with the passage of time, the giving of notice, or both, would constitute a default under any property Lease or Permitted Lien. (f) Except as set forth in Schedule 5.17(f) of the BorrowerSeller and Company Disclosure Schedules, the other Obligors Company has not exercised any option or their respective Subsidiaries right to (i) terminate such Lease; (ii) lease additional premises; (iii) reduce or relocate the premises demised by such Lease; or (iv) purchase any part thereofreal property. (g) The Company has not assigned, andpledged, mortgaged, or otherwise transferred any Lease or interest therein. (h) Seller has delivered to the knowledge or made available to Buyer true, correct, and complete copies of all of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectLeases.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshas not, individually or in the aggregate have aggregate, had or could reasonably be expected to have a Company Material Adverse Effect. None , the Company or a Company Subsidiary owns and has good and valid title to all of its owned real property and good title to all of its personal property and has valid leasehold interests in all of its leased properties, sufficient to conduct their respective businesses as currently conducted, free and clear of all Liens (other than (i) Liens for current taxes and assessments not yet past due or being contested in good faith, (ii) inchoate Liens for construction in progress, (iii) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the property of Company or such Company Subsidiary consistent with past practice for sums not yet delinquent or being contested in good faith by appropriate proceedings, (iv) Liens imposed or granted pursuant to or in connection with the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood Company’s existing credit facilities or other casualty in any manner which indebtedness, and (v) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the real property or have, individually or in the aggregate, a Company Material Adverse Effect (collectively, “Permitted Liens”)), assuming the timely discharge of all obligations owing under or related to the owned real property, the personal property and the leased property. Except in each case as has not, individually or in the aggregate, had or could reasonably be expected to have any a Company Material Adverse Effect, all leases under which the Company or any of the Company Subsidiaries lease any real or personal property (each a “Lease” and, collectively, the “Leases”) are valid and in full force and effect against the Company or any of the Company Subsidiaries and, to the Company’s knowledge, the counterparties thereto, in accordance with their respective terms (except to the extent that enforcement of the rights and remedies under the Leases are subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)), and there is not, under any of such Leases, any existing default by the Company or any Company Subsidiaries which, with notice or lapse of time or both, would become a default by the Company or any of the Company Subsidiaries. Section 3.11 of the Company Disclosure Schedule sets forth a correct and complete list, as of the date indicated on such schedule, of all of the Leases under which the Company or any Company Subsidiary leases any real property used for commercial purposes.

Property. All of the Borrower’s's, the other Obligors’ Guarantors' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s's, the Obligors’ Guarantors' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower, the Guarantors or such PersonsSubsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Guarantors or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) SCHEDULE 6.20 hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower or the Guarantors. None of the property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower or the Guarantors.

Property. All (a) Section 3.22(a) of the Borrower’sCompany Disclosure Schedule sets forth all of the real property owned or leased by the Company and its Subsidiaries that are material to the conduct of business of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries owns fee title to each parcel of real property owned by it free and clear of all Liens, except for Permitted Liens (as defined in this Section 3.22). (b) With respect to the tangible properties and assets of the Company and its Subsidiaries (excluding real property) that are material to the conduct of the business of the Company and its Subsidiaries, the other Obligors’ Company and their respective Subsidiaries’ its Subsidiaries have good title to, or hold pursuant to valid and enforceable leases, all such properties are and assets, with only such exceptions as, individually or in good repair and conditionthe aggregate, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has would not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or Company and subject to the REIT GuarantorPermitted Liens. The Borrower has completed or caused All of the assets of the Company and its Subsidiaries have been maintained and repaired for their continued operation and are in good operating condition, reasonable wear and tear excepted, and usable in the ordinary course of business, except where the failure to be completed an appropriate investigation of the environmental in such repair or condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is so usable would not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Effect on the Company. (c) Neither the Company nor any of its Subsidiaries has received notice that any party thereto is in default in any material respect under any material lease, sublease, license, sublicense or use or occupancy agreement to which it is a party. (d) As used in this Agreement, "Permitted Liens" shall mean: (i) statutory liens securing payments not yet delinquent or the validity of which are being contested in good faith by appropriate actions; (ii) purchase money liens arising in the ordinary course; (iii) liens for Taxes not yet due and payable or delinquent; (iv) liens reflected or reserved against in the balance sheet of the property of Company included in the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner Draft Audited Financials (which individually or have not been discharged); (v) liens which in the aggregate has had do not materially detract from the value of or could reasonably be expected materially impair the present and continued use of the properties or assets subject thereto in the usual and normal conduct of the business of the Company; (vi) liens on leases, subleases, sub-subleases, easements, licenses, rights of use, rights to access and rights of way arising from the provisions of such agreements or benefiting or created by any superior estate, right or interest which is prior in right or prior in lien to that of the subject lease, sublease, sub-sublease, easement, license, right of use, right to access or right of way; (vii) any liens set forth in the title policies, endorsements, title commitments, title certificates and title reports relating to the Company's interests in real property, copies of which have been provided to Parent and MergerSub; and (viii) Liens described in the Company SEC Reports. For the purposes hereof "Company's real property" and "Company's interests in real property" shall include the real property and interests therein owned or held respectively by the Company or any Material Adverse Effectof its Subsidiaries.

Property. All (a) The Target Companies do not own and in the past five (5) years have not owned any real property. (b) Schedule 3.09(b)(i) of the Borrower’sSeller Disclosure Schedules contains a true and complete list of all real property currently leased, subleased, licensed, sublicensed or otherwise used or occupied by the Target Companies (the “Leased Real Property”). As of the Agreement Date, the Target Companies have good and valid leasehold interests in the Leased Real Property free and clear of all Liens other Obligors’ than Permitted Liens. All leases, subleases, licenses, sublicenses and their respective Subsidiaries’ properties other occupancy agreements for the Leased Real Property (together with any amendments, supplements or other material modifications and guarantees thereof, the “Real Property Leases”) are in good repair full force and conditioneffect, and enforceable against the applicable Target Company, subject to ordinary wear proper authorization and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition execution of such property as permitted in this Section, Real Property Lease by the other party and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportexcept, in each case prepared case, as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws now or hereinafter in effect relating to or affecting creditors’ rights generally, or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). No Target Company, and to the knowledge of Seller, no counterparty is in default under any Real Property Leases except for defaults that have not been, and would not reasonably be expected to be, material to the Target Companies, taken as a whole, and to the knowledge of Seller there exists no event, occurrence, condition or act which, with the giving of notice or the lapse of time, would become a material breach or default by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation Target Company or any third party, under any Real Property Lease (or to the knowledge of Seller, give any Person a right of termination, cancellation, modification or acceleration of the representations maturity or performance under any Real Property Lease). To the knowledge of the Seller and covenants except as would not reasonably be expected to be material to the Target Companies, taken as a whole, or as set forth on Schedule 3.09(b)(i) of the Seller Disclosure Schedules, all buildings, fixtures and other improvements thereon, for which a Target Company is responsible, are in this Agreementreasonable working order and repair in all material respects and are suitable for the purpose for which they are currently used. To the knowledge of Seller, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There there are no unpaid pending or outstanding real estate threatened condemnation or other taxes or assessments on or against similar proceedings related to any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentLeased Real Property. Except as set forth in on Schedule 6.1(ee3.09(b)(ii) heretoof the Seller Disclosure Schedules, there are no pending eminent domain proceedings against subleases, concessions or other contracts granting to any property of Person other than a Target Company the Borrower, the other Obligors right to use or their respective Subsidiaries occupy any Leased Real Property or any part portion thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All Neither Company nor any of its subsidiaries owns any material real property. Section 2.15(a) of the Borrower’sCompany Schedule is a complete and accurate list of all real property leases to which Company or any of its subsidiaries is a party and each amendment thereto. Each premises subject to a lease is hereinafter referred to as a "LEASED PROPERTY." Company has provided or made available to Parent true, complete and correct copies of each such lease; no term or condition of any such lease has been modified, amended or waived except as shown in such copies; each such lease constitutes the entire agreement of the landlord and the tenant thereunder; and there are no other Obligors’ agreements or arrangements whatsoever relating to Company's use or occupancy of any of the premises described in such leases. Company has not transferred, mortgaged or assigned any interest in any such lease, nor has Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person or entity. Company and each of its subsidiaries have good and valid title to all of their respective Subsidiaries’ material properties and assets, free and clear of all liens, charges and encumbrances except liens for taxes not yet due and payable, except as reflected in the financial statements contained in the Company SEC Reports and except for such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby; and all leases pursuant to which Company or any of its subsidiaries lease from others material real or personal property are in good repair standing, valid and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer effective in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) heretoterms, and there are no pending eminent domain proceedings against is not, under any property of the Borrowersuch leases, the other Obligors any existing material default or their respective Subsidiaries event of default (or any part thereofevent which with notice or lapse of time, andor both, would constitute a material default and in respect of which Company or subsidiary has not taken adequate steps to prevent such default from occurring). All the knowledge plants, structures and equipment of the BorrowerCompany and its subsidiaries, no except such proceedings as may be under construction, are presently threatened or contemplated by any taking authority whichin good operating condition and repair, in all material respects. There is no pending or, to Company's knowledge, threatened condemnation or similar proceeding affecting any Leased Property or any portion thereof, and Company has no knowledge that any such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries action is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectcurrently contemplated.

Property. All of the Borrower’sFor all Products and deliverables created under this Purchase Order involving developmental or research activities, the other Obligors’ Seller hereby assigns and their respective Subsidiaries’ properties are in good repair and condition, subject transfers to ordinary wear and tear, other than (x) with respect NEPHRON all rights to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectionpossession of, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair all right, title, and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Personsinterest, including preparation of a all patent, copyright, trademark, trade secret and other proprietary and intellectual property rights (“Phase I” report and, if appropriate, a “Phase II” reportIntellectual Property Rights”) in and to such work products and deliverables created under this Purchase Order, in each case prepared by a recognized environmental engineer whatever form or medium captured, and in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreementto all physical and electronic materials, unless such violation has been disclosed in writing papers, and documents (including drawings), hereinafter referred to the Agent as “Works,” and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrowercopies, the other Obligors or their respective Subsidiaries abstracts, and summaries thereof, which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors developed or their respective Subsidiaries conceived or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured which may come into Seller’s possession as a result of fulfilling obligations under this Purchase Order. Seller shall promptly disclose to NEPHRON any fireWorks known to Seller and all such Works shall be deemed to be “works made for hire” exclusively for NEPHRON, explosionwith NEPHRON having sole ownership of such Works and the sole right to obtain and to hold in its own name any Intellectual Property Rights therein and thereto. Seller hereby agrees to give NEPHRON or any person designated by NEPHRON at NEPHRON’s expense, accidentall reasonable assistance required to perfect the rights hereinabove defined. Seller shall cooperate (and cause its employees to cooperate) in executing an enforceable agreement with Seller prior to their engagement in any Works, flood which agreement includes appropriate confidentiality, assignment of work product and invention provisions to effectuate the provisions of this Purchase Order. Notwithstanding the foregoing provisions, NEPHRON’s ownership rights do not apply or extend to any of the following (collectively, the “Seller Property”): (i) any methodologies, methods of analysis, ideas, concepts, know-how, models, tools, techniques, skills, knowledge and experience or other casualty materials or property owned or licensed by Seller before the provision of the Services under this Purchase Order; (ii) any improvements or other modifications to any of the foregoing that Seller creates during the generation of Product under this Purchase Order without the use of any of NEPHRON’s Confidential Information or Intellectual Property Rights; or (iii) any of the Intellectual Property Rights in or to any of the items described in the preceding clauses (i) and (ii). All right, title, and interest in and to the Seller Property is and shall remain in Seller, and Seller shall not be restricted in any manner which individually way with respect to the Seller Property. However, if the Purchase Order does not involve developmental or research activities, but the Works covered by it are to be produced in accordance with drawings or specifications furnished by NEPHRON, Seller hereby grants to NEPHRON a perpetual, irrevocable, worldwide, non-exclusive and royalty-free license with the right to grant sublicenses, to make, have made, use and sell any improvement in the aggregate has had goods which is conceived, developed or could reasonably be expected reduced to have any Material Adverse Effectpractice by Seller in the production of the Works under this Agreement.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in on Schedule 6.1(ee3.2(n) hereto, there are no pending eminent domain proceedings against any property of the BorrowerParent Disclosure Schedule: (i) Parent and its Subsidiaries possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs, domain names and copyrights necessary for the operation of the businesses of each of Parent and its Subsidiaries (collectively, the other Obligors "Parent Intangible Property"), except where the failure to possess or their respective have adequate rights to use such properties could not reasonably be expected to result in a Parent Material Adverse Effect. All of the Parent Intangible Property is owned or licensed by Parent or its Subsidiaries free and clear of any and all liens, claims or encumbrances, except those that could not reasonably be expected to result in a Parent Material Adverse Effect and neither Parent nor any part thereof, and, such Subsidiary has forfeited or otherwise relinquished any Parent Intangible Property which forfeiture could reasonably be expected to result in a Parent Material Adverse Effect. To the knowledge of Parent, the Borrower, no such proceedings are presently threatened use of the Parent Intangible Property by Parent or contemplated by any taking authority whichits Subsidiaries does not, in all such events, individually or in the aggregate have had any respect that constitutes or could reasonably be expected to have result in a Parent Material Adverse Effect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service mark, brand mark, brand name, computer program, database, industrial d▇▇▇▇n, domai▇ ▇▇me, copyright or any pending application therefor of any other person. None There have been no claims made and neither Parent nor any of its Subsidiaries has received any notice of any claim or otherwise knows that (A) any of the property Parent Intangible Property is invalid or conflicts with the asserted rights of any other person or (B) any of the BorrowerParent Intangible Property has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, the other Obligors cancellation or their respective Subsidiaries is now damaged or injured as a result unenforceability of any fireof the Parent Intangible Property, explosionexcept, accident, flood or other casualty in any manner which individually or in the aggregate has had case of clauses (A) and (B) of this Section 3.2(n)(i), for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that could not reasonably be expected to have any result in a Parent Material Adverse Effect. (ii) All major items of operating equipment owned or leased by Parent and its Subsidiaries (A) are, in the aggregate, in a state of repair so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated and

Property. All (a) Notwithstanding anything to the contrary contained in these Terms, the PPSA applies to these Terms. (b) A term that is used in this clause 7 has the same meaning as used in the PPSA. (c) Legal and equitable title in and ownership of the Borrower’sProducts supplied by the Seller to the Buyer does not pass to the Buyer until: (i) the money owing for those Products; and (ii) any other money owing by the Buyer to the Seller, has been paid (whether or not the Products are Delivered at different times, are the subject of separate invoices or, after Delivery, may be determined by the Seller to be the subject of a specific invoice). (d) The security interest arising under this clause 7 attaches to the goods when the goods are collected or dispatched from the Seller's premises and not at any later time. (e) Until all amounts owing by the Buyer to the Seller are paid, the other Obligors’ Buyer: (i) must properly store, protect and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of insure the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsProducts, including preparation of storing them in a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses manner that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent clearly shows that they are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the BorrowerSeller; (ii) must not consume or sell Products other than in the ordinary course of business; (iii) may use the products in a manufacturing or other process of its own or of a third party in the ordinary course of business; (iv) (without prejudice to any other rights of the Seller) authorises the Seller and any person authorised by it to enter any Premises upon reasonable notice to inspect the Products and undertake a stocktake; (v) must hold the proceeds of sale of the Products on trust for the Seller in a separate account with a bank to whom the Buyer has not given security however failure to do so will not affect the Buyer’s obligation as trustee; (vi) agrees not to attempt to sell, assign, charge or otherwise encumber or grant any right or interest in any Products or over any debts and other obligations which a third party may owe to the other Obligors or their respective Subsidiaries is now damaged or injured Buyer as a result of the use, manufacture or resale of the Products, without the permission of the Seller; (vii) agrees that, in addition to its rights under the PPSA, the Seller may without notice, enter any firepremises where it suspects the Products are and remove them, explosionnotwithstanding that they may have been attached to other goods not the property of the Seller, accidentand for this purpose the Buyer irrevocably licences the Seller to enter such premises; and (viii) must immediately advise the Seller of any breach by the Buyer of this clause. (ix) Nothing in this clause 7(e) limits or excludes the Seller’s interest as principal in those debts and other obligations. (f) If the Price of all Products sold to the Buyer is greater than the sum of all payments actually received by the Seller in respect of the Products, flood the difference remains a debt owing by the Buyer to the Seller. (g) If, at any time, the Seller retains legal title to the Products as contemplated by this clause 7, the Buyer acknowledges and agrees that: (i) these terms and conditions are a security agreement; (ii) this clause 7 creates a continuing security interest in all present and after acquired Products as security for the Buyer’s obligations to the Seller; (iii) the Seller is a secured party in relation to the Products and any proceeds of the Products, and is entitled to register its interest on the register established under the PPSA as a security interest or, if applicable, a purchase money security interest, at the discretion of the Seller; (iv) the Seller may, by notice to the Buyer, require the Buyer to take all steps that the Seller considers necessary or desirable to ensure its security interest in the Products is enforceable, and to perfect, or better secure the position of the Seller under these terms and conditions as a first ranking security; (v) the Buyer must comply with a notice from the Seller under this provision at the cost and expense of the Buyer; (vi) the Buyer must promptly inform the Seller of any change to information that it provides to the Seller under this provision; (vii) Where permitted by the PPSA, the Buyer waives any rights to receive the notifications, verifications, disclosures or other casualty documentation specified under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135 and 157 of the PPSA; and (viii) The Seller and the Buyer agree to contract out of and nothing in the provisions of sections 96, 125, 129, 142 and 143 of the PPSA will apply to these Terms. (h) The Buyer will be liable for any manner which individually loss arising from or in connection with the aggregate recovery of possession of the Product by the Seller, in the event of a breach of this clause 7 by the Buyer. (i) Every payment to the Seller in respect of the Products must be taken to be a payment: (i) firstly, of the amounts held by the Seller subject to a security interest, to the extent that the security interest is not a purchase money security interest; (ii) secondly, of amounts subject to a security interest to the extent that it is a purchase money security interest; (iii) thirdly, for any Products that the Buyer has had sold but for which it has not received proceeds; and (iv) fourthly, for whatever Products that the Buyer has not sold as the Seller elects. (j) For the purposes of section 275(6) of the PPSA, the parties agree and undertake that these Terms and any information pertaining to the sale of goods and details of the goods shall be kept confidential at all times. Neither party may disclose any information pertaining to these Terms nor the sale of the goods, except as otherwise required by law or could reasonably be expected that is already in the public domain. (k) To the extent permitted by the PPSA, the Buyer agrees that: (i) the provisions of Chapter 4 of the PPSA which are for the benefit of the Buyer or which place obligations on the Seller will apply only to have the extent that they are mandatory or the Seller agrees to their application in writing; and (ii) where the Seller has rights in addition to those in Chapter 4 of the PPSA, those rights will continue to apply. (l) If a Default Event occurs: (i) any Material Adverse Effectright of the Buyer to sell or otherwise dispose of the Products, or part with their possession in the ordinary course of business and any other rights of the Buyer in respect of the Products, immediately terminates; (ii) the Buyer must immediately return to the Seller all Products in which title has not passed; and (iii) without notice to Buyer and without prejudice to any of the Seller’s other rights, the Seller may recover and/or re-sell the Products and the Buyer irrevocably authorises the Seller (and anyone authorised by it) to enter the Buyer’s premises at any time to take possession of the Products for that purpose. (m) The Seller agrees that it will exercise its right of entry (including the use and extent of force) in accordance with applicable laws. (n) The Buyer indemnifies the Seller for all claims, actions, suits, demands or orders for costs or damages relating to or arising out of the Seller exercising its right of entry under this clause 7.

Property. All Neither Company nor any of its subsidiaries owns any real property. Section 3.14 of the Borrower’sCompany Disclosure Letter is a complete and accurate list of all real property leases, subleases or other occupancy agreements to which Company or any of its subsidiaries is a party and each amendment thereto, and sets forth the address of the property, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as name of the date of acquisition of such property as permitted in this Sectionlessor, and (y) where master lessor and/or lessee, the failure term of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair lease and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’slease or sublease. Each premises subject to any such lease, sublease or other occupancy agreement (collectively, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of “Leases”) is hereinafter referred to as a “Phase ILeased Property.” report andCompany does not occupy any real property other than the Leased Property. Company has made available to Acquiror true, if appropriate, a “Phase II” report, in complete and correct copies of each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation Leases; no term or condition of any of the Leases has been disclosed modified, amended or waived except as shown in writing such copies; each of the Leases constitutes the entire agreement of the landlord and the tenant thereunder; and there are no other agreements or arrangements whatsoever relating to Company’s use or occupancy of any of the Agent and remediation actions satisfactory premises described in any of the Leases. Company has not transferred, mortgaged or assigned any interest in any of the Leases, nor has Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to Agent are being takenany other person or entity. There are no unpaid other parties occupying, or outstanding with a right to occupy, the Leased Property. Company and each of its subsidiaries have good and valid title to, or a valid leasehold interest in, all of their tangible real estate and personal property and assets, free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable, except as reflected in the financial statements contained in the Company SEC Documents and except for such Encumbrances or other taxes non-monetary imperfections of title, if any, as do not materially detract from the value of or assessments on or against any property materially interfere with the present use of the Borrowerproperty affected thereby; and all Leases pursuant to which Company or any of its subsidiaries lease from others real or personal property are in good standing, the other Obligors or valid and effective in accordance with their respective Subsidiaries terms, and there is not, under any of such Leases, any existing material default or event of default (or any event which are delinquentwith notice or lapse of time, or both, would constitute a material default and in respect of which Company or subsidiary has not taken adequate steps to prevent such default from occurring). Except There is no pending or, to Company’s knowledge, threatened condemnation or similar proceeding affecting any Leased Property or any portion thereof, and Company has no knowledge that any such action is currently contemplated. To the knowledge of Company, each Leased Property is supplied with utilities and other services sufficient to operate the business of Company as set forth presently conducted. To the knowledge of Company, neither the operations of Company on the Leased Property, nor such Leased Property, nor the improvements thereon, violate in Schedule 6.1(ee) heretoany material manner any applicable building code, zoning requirement, or classification or statute relating to the particular property or such operations and such non-violation is not dependent, in any instance on so-called non-confirming use exceptions. To the knowledge of Company, there are no pending eminent domain proceedings against Legal Requirements now in existence which could require the tenant of any property Leased Property to make any expenditure in excess of $25,000 to modify or improve such Leased Property to bring it in to compliance therewith or to restore the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, Leased Property to the knowledge of condition required under the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectLease.

Property. All of the Borrower’s's, the each other Obligors’ Loan Party's and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section. The Borrower, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower each other Loan Party, has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ each Loan Party's or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Administrative Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto), there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect. Notwithstanding the foregoing in this Section 6.1(ee), certain environmental matters have been disclosed to Administrative Agent and the Lenders on Schedule 6.1(p) and there may be a limited number of Properties for which no Phase I reports have been obtained or located but the result of any such matters, individually or in the aggregate, have not had and could not reasonably be expected to have any Material Adverse Effect.

Property. All A fee interest in each Project is, or contemporaneously with the initial funding of the Borrower’sLoan will be, owned by the respective Borrower free and clear of all liens, claims, encumbrances, covenants, conditions and restrictions, security interests and claims of others, except only such exceptions to title as have been approved by Agent. Borrowers have obtained or will obtain all approvals needed to construct the Capital Improvements. To the best of Borrowers' knowledge, the other Obligors’ and their respective Subsidiaries’ properties Projects are in good repair and conditioncompliance with all zoning requirements, subject to ordinary wear and tearbuilding codes, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectionsubdivision improvement agreements, declarations, ground leases, and (y) where the failure all covenants, conditions and restrictions of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentrecord. Except as set forth in Schedule 6.1(eethe exceptions to title approved by Agent, the zoning and subdivision approval of the Projects and the right and ability to, use or operate the Projects are not in any way dependent on or related to any real estate other than the Properties where the same are to be made. Except as previously disclosed to Agent in writing, to Borrowers' knowledge, as of the date hereof, (i) hereto, there are no pending eminent domain proceedings against no, nor are there any property alleged or asserted, violations of law, regulations, ordinances, codes, permits, licenses, declarations, ground leases, covenants, conditions, or restrictions of record, or other agreements relating to the BorrowerProjects, the other Obligors or their respective Subsidiaries or any part thereof, and(ii) the Projects are in good condition and repair with no deferred maintenance (except as set forth in the Property Condition Reports) and are free from damage caused by fire or other casualty, to (iii) there is no latent or patent structural or other significant defect or deficiency in the knowledge Projects, (iv) design and as-built conditions of the BorrowerProjects are such that no drainage or surface or other water will drain across or rest upon either the Project or land of others except in areas designated for such purpose and for which a benefiting or burdening easement has been established, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None and (v) none of the property Improvements on the Projects create an encroachment over, across or upon any of the BorrowerProjects' boundary lines, the other Obligors rights of way or their respective Subsidiaries is now damaged or injured as a result of any fireeasements, explosion, accident, flood and no buildings or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectimprovements on adjoining land create such an encroachment.

Property. All of ‌ (i) Except as would not reasonably be expected, individually or in the Borrower’saggregate, the other Obligors’ and their respective Subsidiaries’ properties are to result in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower to NV Goldlands (i) each Concession in which NV Goldlands or the REIT Guarantor. The Borrower has completed or caused to be completed its subsidiaries holds an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sinterest (collectively, the Obligors’ “NV Goldlands Concessions”) is in full force and effect and in good standing and (ii) the interests of NV Goldlands or its subsidiaries in the applicable Subsidiary’s purchase thereof NV Goldlands Concessions is held free and clear of all Liens. (ii) Except as would not reasonably be expected, individually or in the date upon which such property was last security for Indebtedness of such Personsaggregate, including preparation of to result in a “Phase I” report and, if appropriate, Material Adverse Effect to NV Goldlands: (A) each NV Goldlands Concession comprises a “Phase II” reportvalid and subsisting interest, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not all material respects, and NV Goldlands or its subsidiaries enjoys legally enforceable access to each NV Goldlands Concession as may be required to conduct the activities of NV Goldlands or its subsidiaries as currently conducted; (B) any and all assessment work required to be performed and filed in violation respect of the representations and covenants set forth in this Agreement, unless such violation NV Goldlands Concessions has been disclosed performed and filed; (C) any and all Taxes and other payments required to be paid in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property respect of the Borrower, NV Goldlands Concessions and all rental or royalty payments required to be paid in respect of the NV Goldlands Concessions have been paid; (D) any and all filings required to be filed in respect of the NV Goldlands Concessions have been filed; (E) NV Goldlands or its subsidiaries have the exclusive right to deal with the NV Goldlands Concessions; (F) no other Obligors person has any material interest in the NV Goldlands Concessions or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(eeany right to acquire any such interest; (G) hereto, there are no pending eminent domain proceedings against any property back-in rights, earn-in rights, rights of the Borrowerfirst refusal, the other Obligors royalty rights or their respective Subsidiaries similar provisions which would materially affect NV Goldlands’s or any part thereofof its subsidiaries’ interests in the NV Goldlands Concessions; and (H) neither NV Goldlands nor any of its subsidiaries have received any notice, andwhether written or oral from any Governmental Entity or any person with jurisdiction or applicable authority of any revocation or intention to revoke NV Goldlands’s or any of its subsidiaries’ interests in the NV Goldlands Concessions. (iii) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect to NV Goldlands, all work and activities carried out on the NV Goldlands Concessions by NV Goldlands or its subsidiaries or, to the knowledge of the BorrowerNV Goldlands, no such proceedings are presently threatened or contemplated by any taking authority which, other person appointed by NV Goldlands or any of its subsidiaries have been carried out in all such eventsmaterial respects in compliance with all applicable Laws, individually or in and neither NV Goldlands nor any of its subsidiaries, nor, to the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None knowledge of the property of the BorrowerNV Goldlands, the any other Obligors or their respective Subsidiaries is now damaged or injured as a result person, has received any notice of any fire, explosion, accident, flood or other casualty in material breach of any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectsuch applicable Laws.

Property. All (a) Sellers do not own any real property. (b) Section 5.1.12-(b) of the Borrower’sDisclosure Letter sets forth the address or other description of each parcel of Leased Real Property, and a true, correct and complete list of all Real Property Leases for each Leased Real Property held by the other Obligors’ Sellers (including the date, if available, and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as name of each of the date parties to such Lease document). The Sellers have delivered or made available to Buyer a true and complete copy of acquisition of such property as permitted in this Section, and (y) where the failure each of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each aforementioned Real Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report Lease documents and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants except as set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property Section 5.1.12-(b) of the BorrowerDisclosure Letter, the other Obligors such Real Property Leases have not been amended, modified, restated or their respective Subsidiaries which are delinquentotherwise supplemented. Except as set forth in Schedule 6.1(eeSection 5.1.12-(b) heretoof the Disclosure Letter, with respect to each of the aforementioned Real Property Leases: (i) except as results from the pendency of the Bankruptcy Case, the Sellers have a valid and subsisting leasehold estate in and the right to quiet enjoyment of such Leased Real Property for the full term of such Real Property Lease, and such Real Property Lease is legal, valid, binding and enforceable against the applicable Seller and in full force and effect; (ii) except as results from the pendency of the Bankruptcy Case, the Sellers have not received written notice of any current default thereunder (or condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder); (iii) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been redeposited in full; (iv) the Sellers do not owe, nor will they in the future owe, any brokerage commissions or finder’s fees with respect to such Real Property Lease; (v) except as set forth in Section 5.1.12-(b) of the Disclosure Letter, the other party to such Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Sellers; (vi) except as set forth in Section 5.1.12-(b) of the Disclosure Letter, there are no pending eminent domain proceedings Liens on the estate or interest created by such Real Property Lease created or suffered to exist by the Sellers that will not be extinguished pursuant to the Approval Order as against any property such estate or interest; (vii) except as set forth in Section 5.1.12-(b) of the BorrowerDisclosure Letter, the other Obligors or their respective Subsidiaries or any part thereof, no Seller and, to the knowledge Knowledge of Parent, no other party to such Real Property Lease has assigned the same or sublet any part of the Borrowerpremises covered thereby or exercised any option or right thereunder; (viii) no material penalties are accrued or unpaid under any Real Property Lease; (ix) except as set forth in Section 5.1.12-(b) of the Disclosure Letter, no consent of any third party under such proceedings are presently threatened or contemplated by any taking authority whichReal Property Lease is necessary with respect to Buyer’s acquisition of the Purchased Assets, in all nor will such events, individually Real Property Lease be terminable or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured default as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectconsummation of the transactions contemplated thereby.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such PersonsSubsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being takentaken or have been completed. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries which are delinquentpayable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the consolidated business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the consolidated business or financial condition of the Borrower.

Property. All (a) The property interests hereby leased and granted by OWNER shall include the (i) Real property comprised of approximately Six Thousand Five Hundred (6,500) square feet of land, more or less; (ii) Non exclusive easement(s) roperty required to run utility lines and cables; (iii) Non exclusive easement(s) across OWNER Property (hereinafter defined) for access; and (iv) Non exclusive easement(s) required for a landscape buffering as determined by the local governing entity. IN OR UPON a portion of the Borrower’sperimeter easements. (b) In the event that: (i) any governmental entity with proper jurisdiction requires a relocation, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as expansion or alteration of all or any portion of the date of acquisition of such property as permitted Leased Premises, including any access and utility easements granted herein, in this Section, order for the proper governmental entity to grant the necessary approvals and (y) where the failure permits for 1ST to use of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer Leased Premises in accordance with customary standards which discloses the terms of this Agreement, or (ii) due to conditions unknown to 1ST at the time that such property is not in violation this Agreement was executed, the location of the representations and covenants Leased Premises makes it impossible or impracticable for 1ST to use the Leased Premises as contemplated herein, the OWNER hereby agrees upon approval of the City Manager to allow 1ST to modify the Leased Premises or otherwise expand or alter the Leased Premises, at no additional lease fee cost to 1ST, such that 1ST can use the Leased Premises as set forth in this Agreement, unless such violation has been disclosed provided that 1ST will bear the construction costs associated with modifying, relocating or otherwise expanding the Leased Premises. (c) OWNER also hereby grants to 1ST the right of access to survey the OWNER and the Leased Premises to describe the location of the Leased Premises in writing Exhibit B (Lease Location Survey. The Location Survey must be reviewed and approved by the department responsible for this Lease. 1ST agrees to complete and deliver the Location Survey to the Agent Owner within 120 Upon 1ST Location Survey, the sketch and remediation actions satisfactory to Agent are being takenlegal descriptions derived from the Location Survey shall be controlling and shall supersede and replace any contrary description contained in this Agreement and contained 1ST OWNER within the Memorandum, as defined in Section 23(i). There are no unpaid or outstanding real estate or other taxes or assessments on or against any property 1ST must provide a signed, sealed original of the BorrowerLocation Survey to the OWNER, and the other Obligors or their respective Subsidiaries which are delinquentOWNER hereby authorizes 1ST to replace and record the Memorandum within 120 days, exhibits attached to the Memorandum with updated exhibits based on the information contained in the Location Survey. Except as set forth The cost for such work shall be borne by 1ST. OWNER understands and agrees that the legal descriptions contained in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property the Location Survey may vary from the description of the BorrowerLeased Premises contained in this Agreement and the Memorandum defined in Section 23(i) due to factors beyond 1STding without limitation, the other Obligors or their respective Subsidiaries or any part thereofzoning, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectenvironmental and/or engineering conditions.

Property. All (A) The GSV Concessions are the only mineral tenures that GSV or any of its subsidiaries have any legal or equitable interest in and that are required to conduct GSV’s or any of the Borrower’s, or any of its material subsidiaries’ business as now conducted; and (B) The GSV Lands are the only interests in real property (other Obligors’ than the GSV Concessions and their respective Subsidiaries’ properties are the GSV Office Leases) that GSV or any of its subsidiaries have any legal or equitable interest in. (ii) Each GSV Concession is in good repair standing in all material respects and conditioneach Concession is held by GSV or one of its subsidiaries free and clear of all material Liens. Schedule 4.1(o)(ii) of the GSV Disclosure Letter sets out an up to date, subject true and accurate list in all material respects of: (A) the interests of GSV and its subsidiaries in each of the GSV Concessions; (B) the agreement or document pursuant to ordinary wear which such GSV Concessions were acquired by GSV or its subsidiaries; and (C) a map representing the area covered by the GSV Concessions; (iii) Applying customary standards in the mining industry in the United States: (A) in accordance with the status of the proceedings under each mining docket, each GSV Concession has been properly filed, located, granted and tear, other than recorded in compliance with applicable Laws in all material respects; (xB) with any and all assessment work required to have been performed and filed in respect to deferred maintenance existing of the GSV Concessions as of the date of acquisition of such property as permitted this Agreement, has been performed and filed in this Sectionall material respects; (C) all material mining fees, Taxes and (y) where the failure other payments required to have been paid in respect of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property GSV Concessions as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has have been disclosed paid; (D) any and all material filings required to have been filed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property respect of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except GSV Concessions as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrowerdate of this Agreement, have been filed; (E) GSV or its subsidiaries have the other Obligors or their respective Subsidiaries or any part thereof, right in all material respects to enter upon the GSV Lands over which the GSV Concessions are located and, to the knowledge of the BorrowerGSV, there is no illegal occupation of such proceedings are presently threatened or contemplated GSV Lands by any taking authority which, in all such events, individually or person; (F) no other person has any material interest in the aggregate GSV Concessions or any right to acquire any such interest; (G) GSV or any of its material subsidiaries have had been performing regular mining works with respect to each the GSV Concessions and has not received, and neither GSV nor any of the or could any of its material subsidiaries is aware of any facts, events or circumstances that would reasonably be expected to have a Material Adverse Effect. None result in receiving, any notice from the mining authority seeking the filing of an activation plan; (H) Other than as disclosed in Schedule 4.1(o)(iii)(H) of the property GSV Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal, rights of first offer, option rights, royalty rights, rights of participation or similar provisions which would materially affect GSV’s or its subsidiaries’ interests in the BorrowerGSV Concessions; (I) there are no adverse claims, actions, suits or proceedings pending or, to the knowledge of GSV, that are threatened, affecting or which could materially affect the title to or ownership by GSV or its subsidiaries of, or the right to explore, the other Obligors GSV Concessions; (J) neither GSV nor its subsidiaries have received any notice, whether written or their respective Subsidiaries is now damaged oral from any Governmental Entity or injured as a result any person with jurisdiction or applicable authority of any fire, explosion, accident, flood revocation or other casualty in intention to revoke GSV’s or any manner which individually or of its subsidiaries’ material interests in the aggregate has had GSV Concessions; and (K) no material dispute exists or, to the knowledge of GSV, is pending or could reasonably be expected to have threatened between GSV or any Material Adverse Effectof its subsidiaries and: (i) any surface landowner; (ii) a concessionaire of hydrocarbon rights; or (iii) any Governmental Entity.

Property. All (a) Section 2.18(a) of the Borrower’sDisclosure Schedule sets forth ------------------------------------------ a list of all real property owned in fee by the Company. The Company has good and valid title to all such real property, free and clear of all Liens known to the Company except (i) Liens for taxes, assessments and other Obligors’ and their respective Subsidiaries’ properties governmental charges that are not delinquent or that are being contested in good repair faith and conditionin respect of which adequate reserves have been established, (ii) mechanics', materialmen's, carriers', workmen's, warehousemen's, repairmen's landlord's or other similar Liens securing obligations that are not due and payable or that are being contested in good faith and in respect of which adequate reserves have been established, (iii) imperfections of title and Liens that do not and would not reasonably be expected to detract materially from the value or materially interfere with the present use of the properties subject thereto or affected thereby, and (iv) in the case of any real property subject to ordinary wear a title commitment described in Section 2.18(a) of the Company Disclosure Schedule, imperfections -------------------------------------------------- of title and tearLiens that are shown on such title commitment or are otherwise of record (collectively, other than "Permitted Liens"). --------------- (xb) with respect to deferred maintenance existing Section 2.18(b)(i) of the Company Disclosure Schedule ----------------------------------------------------- sets forth a correct and complete list of all real property leased by the Company, as lessor or lessee (or under which the Company otherwise has any liability), as of the date of acquisition of such property as permitted in this Sectionhereof, and (y) where the failure name of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of lessor, the date of the Borrower’s, lease (the Obligors’ or "Leases") pertaining thereto and each amendment to the applicable Subsidiary’s purchase thereof or the date upon which Lease. All ------ such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer Leases are valid and binding in accordance with customary standards which discloses that such property their respective terms and the Company is not in violation of the representations and covenants set forth default in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentmaterial respect under any Lease. Except as set forth in Schedule 6.1(eeSection 2.18(b)(ii) hereto, there are no pending eminent domain proceedings against any property of the BorrowerCompany Disclosure Schedule, the other Obligors ------------------------------------------------------ execution and delivery of this Agreement by the Company and the consummation of the Transactions, including the Merger, does not and will not result in a breach or their respective Subsidiaries violation of, or any part thereofconstitute a default or an event that, andwith the passage of time or the giving of notice, or both, would constitute a default, give rise to a right of termination, modification (including as to the knowledge amount, timing or nature of lease payments), cancellation or acceleration or require the consent or approval of any party (other than the Company) under any Lease. Section ------- 2.18(b)(i) of the BorrowerCompany Disclosure Schedule also sets forth a list of all --------------------------------------------- restaurants or bakeries owned or operated by the Company, no together with the addresses of such proceedings are presently threatened restaurants or contemplated by any taking authority whichbakeries. The Company has duly given the notice required under the Commercial Lease between the Company and Runhil Investment Co., in all such eventsas landlord, individually or in for the aggregate have had or could reasonably be expected premises located at ▇▇▇ ▇.▇. ▇▇/▇▇/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ to have renew this Lease for a Material Adverse Effectfive year renewal term, and the term of this Lease will expire December 31, 2005. None The Company has, prior to the date hereof, delivered true, complete and correct copies of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected Leases to have any Material Adverse EffectNewco.

Property. All of (a) Seller does not own any right, title or interest in any real property nor has any such real property ever been used in connection with the Borrower’sBusiness, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except except as set forth in Schedule 6.1(ee5.13(b). (b) heretoSchedule 5.13(b) sets forth a true, correct and complete list of all Leases for all real property (including the date, if available, and name of each of the parties to such Leases), together with a description of any buildings, fixtures, structures and improvements located on such real property, (collectively, the “Leased Real Property”). Seller has delivered or made available to Purchaser a true and complete copy of each of the aforementioned Leases (including all amendments, modifications and supplements thereto) and, such Leases have not been further amended, modified, restated or otherwise supplemented. To the Knowledge of Seller and to the extent in Seller’s possession, Seller has delivered or made available to Purchaser true, correct and complete copies of all leasehold title insurance policies and surveys relating to each Leased Real Property. With respect to each of the aforementioned Leases: (i) except as results directly from the pendency of the Bankruptcy Case, Seller has a valid and subsisting leasehold estate in such Leased Real Property for the full term of such Lease, and such Lease is legal, valid, binding obligation of Seller and is in full force and effect; (ii) there are no pending eminent domain proceedings against material disputes with respect to such Lease, nor has Seller received written notice of, or are aware of, any property default thereunder (or condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder), except as results directly from the pendency of the BorrowerBankruptcy Case or except with respect to outstanding disputes regarding Seller’s failure to pay outstanding amounts; (iii) to the Knowledge of Seller, no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, nor has Seller received written notice of the foregoing; (iv) Seller does not owe, nor will it in the future owe, any brokerage commissions or finder’s fees with respect to such Lease; (v) the other Obligors or their respective Subsidiaries or any part thereofparty to such Lease is not an Affiliate of, and, to the knowledge Knowledge of Seller, otherwise does not have any economic interest in, Seller; (vi) to the Knowledge of Seller, there are no Liens or Encumbrances other than Permitted Exceptions on the Lease or on the estate or interest created by such Lease created or suffered to exist by Seller that will not be extinguished pursuant to the Sale Order as against such Lease or estate or interest, nor has Seller received written notice of any of the Borrowerforegoing; (vii) neither Seller nor, to the Knowledge of Seller, any other party to such Lease has assigned the same or sublet any part of the premises covered thereby or exercised any option or right thereunder, and (viii) there are no such proceedings are presently threatened unpaid late fees, charges or contemplated by other penalties under any taking authority which, Lease in all such events, an amount in excess of $25,000 individually or and $150,000 in the aggregate have had aggregate. (c) Seller has received no written or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries oral notification that it is now damaged or injured as a result in violation of any fireapplicable building, explosionzoning, accident, flood health or other casualty law, ordinance or regulation which would materially adversely affect the use or operations of any Leased Real Property, except for any written notifications that pertain to violations that have been cured or resolved. Seller has received no written notification regarding unrecorded easements and/or agreements or encroachments in respect of all or any manner which individually portion of any Leased Real Property that could materially adversely affect any such Leased Real Property or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectuse thereof.