Common use of Real Property Clause in Contracts

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property.

Real Property. (a) For purposes of this Agreement, "Crescent Company Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent the Company in good faith, (ii) Liens arising or resulting from any action taken by any of the CompanyBuying Entities, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Company Real Property (as defined hereafter) Property, (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescentthe Company's title insurance policies and/or title commitments or reports which have been made available to the CompanyBuying Entities, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Company Real Property as it is presently used used, (vii) Company Space Leases (as defined in Section 3.7(i) hereof) and (viiviii) matters set forth in Schedule 4.2.12(a3.17(a) of the Buyer Company Disclosure ScheduleSchedule and/or permitted pursuant to Sections 5.1(n), 5.1(r), 5.1(s) or 5.4 hereof. "Crescent Company Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent the Company or any of its Active Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Company Real Property, or interests therein. "Crescent Company Leased Real Property" means all interests in real property pursuant to Crescent the Company Leases. "Crescent Company Owned Real Property" means the real property owned in fee by Crescent the Company and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent the Company and its Subsidiaries as it is currently conducted. "Crescent Company Real Property" means Crescent the Company Owned Real Property and Crescent the Company Leased Real Property. (b) Schedule 3.17(b) of the Company Disclosure Schedule contains a complete and correct list of all Company Owned Real Property setting forth information sufficient to identify specifically such Company Owned Real Property and the legal owner thereof. The Company and its Subsidiaries have good, valid and insurable (at commercially reasonable rates) title to the Company Owned Real Property, free and clear of any Liens other than Company Permitted Liens. Except as set forth in Schedule 3.17(b) of the Company Disclosure Schedule, there are no outstanding options or rights of first refusal to purchase the Company Owned Real Property, or any material portion thereof or interest therein.

Real Property. (a) For purposes Section 6.12 of this Agreementthe Disclosure Schedules sets forth the address and description of each parcel of Owned Real Property and Leased Real Property. With respect to each parcel of Owned Real Property, "Crescent and except for Permitted Liens" means Encumbrances: (i) mechanics'the Company or one of its Subsidiaries has good and marketable fee simple title, carriers', workers', repairers', materialmen's, warehousemen's free and other similar Liens arising or incurred in the ordinary course clear of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, all Liens; (ii) Liens arising during the last twelve months, neither the Company nor any of its Subsidiaries has leased or resulting from otherwise granted to any action taken by Person the Company, right to use or occupy such Owned Real Property or any portion thereof; (iii) matters that would be disclosed by an accurate survey there are no outstanding options, rights of first offer or inspection rights of the Crescent first refusal to purchase such Owned Real Property (as defined hereafter) or any portion thereof or interest therein; (iv) Liens for there are no pending or, to the Knowledge of Sellers, threatened condemnation or expropriation proceedings, lawsuits or administrative actions relating to the Owned Real Property or other legal matters affecting adversely, in any material respect, the current Taxes not yet due use, occupancy or payable, value thereof; (v) any covenantsthe Owned Real Property has received all Permits required in connection with the occupation or operation thereof as presently occupied and operated and has been operated and maintained in accordance with applicable Laws, conditionsexcept for such Permits that, restrictionsthe failure to obtain, reservationswould not reasonably be expected to, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or have a Material Adverse Effect; (vi) there are no material improvements necessary to use of any of the Crescent Owned Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent the Company and its Subsidiaries as it is currently being conducted. "Crescent ; (vii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property" means Crescent ; and (viii) all Owned Real Property is supplied with utilities and Crescent other services necessary for the operation of the facilities thereon, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate to conduct the business of the Company and its Subsidiaries as it is currently being conducted. (b) With respect to each parcel of Leased Real Property: (i) the lease or sublease agreement specified on Section 6.12 of the Disclosure Schedules for such parcel (each a “Real Property Lease”) shall be in full force and effect, shall be valid and enforceable in accordance with its terms and shall constitute the legal, valid and binding obligations of the parties thereto, and no condition shall exist or event, act or omission shall have occurred which, with or without notice, lapse of time or both, would constitute a material default by either of the parties thereto or a basis of force majeure or other claim of excusable delay or nonperformance thereunder; (ii) no party to the Real Property Lease shall have repudiated any provisions thereof; (iii) there shall be no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease agreement; (iv) the Company shall have good and valid title to the leasehold estates in the Leased Real Property, free and clear of all Liens except Permitted Encumbrances; (v) there shall be no pending or, to the Knowledge of Sellers, threatened condemnation or expropriation proceedings, lawsuits or administrative actions relating to the Leased Real Property or other legal matters affecting adversely, in any material respect, the current use, occupancy or value thereof; (vi) the Leased Real Property shall have received all Permits required in connection with the current occupation or operation thereof and shall have been operated and maintained in accordance with applicable Laws except for such Permits that, the failure to obtain, would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect; (vii) there shall be no material improvements necessary to use the Leased Real Property to conduct the business of the Company and its Subsidiaries as it is currently being conducted; (viii) there shall be no leases (other than the Real Property Lease), subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Leased Real Property; and (ix) the Leased Real Property shall be supplied with utilities and other services necessary for the operation of the facilities thereon, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services shall be adequate to conduct the business of the Company and its Subsidiaries as it is currently being conducted.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics'None of Group Members is, carriers'nor has it ever been, workers', repairers', materialmen's, warehousemen's a United States real property holding corporation within the meaning of Section 897 of Internal Revenue (the “Code”) and other similar Liens arising or incurred Issuer shall provide a statement to such effect in accordance with the ordinary course Code and the regulations thereunder upon the request of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, Investor. (ii) Liens arising Except as Disclosed in the Target SEC Filings, the real property of the Issuer Group (the “Real Property”) comprises all the land, buildings and premises (as well as the fixed attached thereto) currently owned, occupied or resulting from used by Issuer Group or in respect of which Issuer Group has any action taken by the Companyestate, interest, right or title. (iii) matters that would be disclosed by an accurate survey or inspection Except as Disclosed in the Target SEC Filings, Issuer Group has proper legal title to the land use rights and building ownership rights in respect of the Crescent Real Property (as defined hereafterincluding possession of the land use rights certificates and building ownerships certificates) and is, subject to compliance with all applicable laws of the PRC, entitled to transfer, sell, mortgage or otherwise dispose of the Real Property and there are no occupancy rights or Security Interest in favor of third parties affecting it. (iv) Liens The original land grant fee for current Taxes the land use rights of any Real Property was paid in full, and no further amounts are currently owing in respect thereof. No other fees or other payments are owing under the relevant granted land use rights contracts in respect of the Real Property. The relevant granted land use right contracts and the relevant land registration card contain no restrictions on any Group Member to use the Real Property for which they are currently being used by Issuer Group. For any land use rights allocated (but not yet due or payablegranted) to any Group Member, such Group Member has complied with all material restrictions set forth in the land use rights certificate for such allocated land use rights. (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which There are shown as exceptions on Crescent's title insurance policies and/or title commitments no claims pending or reports which have been made available to the Companyknowledge of Issuer Parties, threatened that would result in the creation of any Security Interest against any Real Property. (vi) To the best knowledge of Issuer Parties, there are no zoning or other applicable laws currently in effect that would prevent or limit any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in Group Member from conducting its operations on the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is they are currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property.

Real Property. With respect to the Owned Facilities: (a) For purposes RIGI shall receive good and marketable title (subject, however, to Easement in favor of this AgreementGeorgia Power Company dated November 23, "Crescent Permitted Liens" means 1993 and recorded in Deed Book 114, pages 127 and 128, ▇▇▇▇▇▇▇ County, Georgia records, and to taxes which may be due but not payable) by special warranty deeds for the Owned Facilities in proper form for recording in the State of Georgia for the Owned Facilities; (ib) mechanics'The Owned Facilities shall be free and clear of any Security Interest, carriers'easement (except for Easement in favor of Georgia Power Company dated November 23, workers'193 and recorded in Deed Book 114, repairers'pages 127 and 128, materialmen's▇▇▇▇▇▇▇ County, warehousemen's Georgia records), covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other similar Liens arising restrictions which do not impair the current use or incurred in occupancy, or the ordinary course marketability of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faithtitle, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property property subject thereto; (as defined hereafterc) (iv) Liens for current Taxes There shall not yet due be pending or payablethreatened condemnation proceedings, (v) lawsuits, or administrative actions of any covenantstype relating to the Owned Facilities, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and or other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments adversely the current use, or reports which have been made available to occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or Owned Facilities contained in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means deed thereof shall describe the real property leasesforming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, subleaseszoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and use or occupancy agreements pursuant have direct vehicular access to which Crescent or any of its Subsidiaries is the lesseea public road, sublessee, licensee, user or occupant of Crescent Real Propertydirect access to an operational railroad spur, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant have vehicular access to Crescent Leases. "Crescent a public road via a permanent, irrevocable, appurtenant easement benefitting the Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real PropertyFacility.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics'All real property owned or leased by it and the nature of its interest (both registered and beneficial) therein, carriers'is correctly set forth on Schedule I. It has good and marketable title to all real property owned by it free and clear of all Liens other than Permitted Liens. (ii) The real property owned or leased by it described in Schedule I has full, workers'free and unobstructed access to and from adjoining public highways, repairers'streets and/or roads, materialmen's, warehousemen's and other similar Liens arising it has no knowledge of any existing fact or incurred condition which could reasonably be expected to result in the ordinary amendment or termination of such access. All entrances/exits to such real property are permitted under Applicable Law and allow free and uninterrupted ingress and egress to public highways, streets and/or roads. (iii) There are no outstanding work orders, notices of deficiency and/or notices of violation issued by any Governmental Authority affecting or pertaining in any respect to part or all of its real property, other than those received and addressed in the normal course of business for sums and which, in the aggregate, would not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) have a Material Adverse Effect. (iv) Each of the Permitted Liens for current Taxes not yet due or payable, registered against its real property is in good standing and there are no unresolved disputes concerning the same except as disclosed in Schedule E. (v) To the extent possible as of the date hereof, each of any covenantsoutstanding site-plan, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments development and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which municipal agreements entered into by it have been made available to the Company, complied with and satisfied. (vi) All its real property is zoned to permit its present use. (vii) No written notice has been received by it from any Governmental Authority or from any other covenantssource whatsoever (and it has otherwise no knowledge thereof), conditionsadvising of, restrictionsordering, reservationsdirecting or requiring that any alteration, rightsrepair, improvement or other work be done with respect to its real property or relating to its non-monetary Lienscompliance with any Applicable Law regarding land use or any other Applicable Law material to its real property which has not or will not be complied with within the relevant permitted period or relating to any threatened or impending condemnation, easementsor relating to any changes (actual, encumbrancespending or proposed) to any zoning or other land use law regulating or affecting the use to which such real property may be put. (viii) It is not aware of any expropriation or pending expropriation of part or all of its real property. (ix) It has not received notice of and, encroachments to the best of its knowledge, information and other matters affecting title belief, after having made due enquiry, is not otherwise aware of any natural or artificial condition upon its real property which do not individually shall or could result in the aggregate a Material Adverse Change or materially adversely limit or materially adversely affect the value or intended use of the real property. (x) It has not received written notice of and is not otherwise aware of any pending or proposed amendment to any Applicable Law relating to its real property, or of any planning report or other government study concerning the real property, any of which shall or could result in any Material Adverse Change or materially adversely affect the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) intended use of the Buyer Disclosure Schedulereal property. (xi) Taxes on its real property have not been reduced, deferred or eliminated pursuant to government schemes such as (but not limited to) a farm rebate tax program, a managed forest tax rebate program or conservation land tax rebate program; save for increases that will result from the development of its real property in the ordinary course, it has no knowledge of any proposal by a municipal corporation or other Governmental Authority to increase Taxes relating to or in respect of its real property other than normal annual tax increases levied from time to time. (xii) It has no knowledge of any existing or future obligation to pay or any proposed assessment of local improvement charges in relation to its real property except those levied in the ordinary course. "Crescent Leases" means It has done no act nor executed any agreement with a municipal corporation or other Governmental Authority the effect of which would be to provide for a future obligation to pay or a future assessment of local improvement charges in connection with the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyproperty.

Real Property. (aSection 3.4(a) For purposes of this Agreementthe Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, "Crescent Permitted Liens" means to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule: (i) mechanics'each Subsidiary has good and marketable title to the Real Property, carriers'free and clear of any Encumbrances, workers'except for Permitted Exceptions and, repairers'as of the date hereof, materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, Permitted Encumbrances; (ii) Liens arising the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or resulting from any action taken by agreement affecting the Company, Real Property; (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws; (iv) Liens for current Taxes not yet due or payable, the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted; (v) no member of the Seller Group is a landlord with respect to any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments of the Real Property and no party other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value than a Subsidiary has occupancy or use of any portion of the Crescent Real Property as it is presently used Property; (vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property; (vii) matters set forth in Schedule 4.2.12(a) no member of the Buyer Disclosure Schedule. "Crescent Leases" means Seller Group has any knowledge of any fact or condition which would result in the real property leasestermination of the current access to or from the Real Property to any presently existing highways, subleasesroads, licenses and use rights-of-way on or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is adjoining the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means ; and (viii) the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyis assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(aSection 3.19(a)(1) of the Buyer Company Disclosure Schedule. "Crescent Leases" means Letter sets forth a true and complete list of all the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent owned by the Company or any of its Subsidiaries (the “Owned Real Property”). With respect to the Owned Real Property (i) located other than in Israel, the Company or the applicable Subsidiary holds good and marketable fee simple title (or its equivalent) to such Owned Real Property free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and (ii) with respect to the Owned Real Property located in Israel, the Company is registered as the lesseeexclusive owner of such Owned Real Property in the Israel Land Registry or other applicable registry. Except as set forth in Section 3.19(a)(2) of the Company Disclosure Letter, sublesseeneither the Company nor any of its Subsidiaries is a party to any Contract or option to purchase or sell any real property or interest therein and there are no outstanding options, licensee, user rights of first offer or occupant rights of Crescent first refusal to purchase or lease the Owned Real Property, or interests any portion thereof or interest therein. "Crescent Neither the Company nor any of its Subsidiaries has received any written notice of, and, to the knowledge of the Company, there is no pending, threatened or contemplated condemnation proceeding affecting any of the Owned Real Property or of any sale or other disposition of the Owned Real Property in lieu of condemnation. Except as, individually or in the aggregate, would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, (i) no portion of the Owned Real Property is in violation of any Applicable Law, and there are no presently outstanding and uncured written notices of violation of any Applicable Law, and (ii) the buildings and other improvements on the Owned Real Property are structurally sound, the systems therein (including the mechanical, electrical, heating, ventilation, air conditioning, sprinkler, fire safety and plumbing systems) are in proper working order (ordinary wear and tear excepted) and the buildings and other improvements thereon are in compliance with all applicable Laws. (b) Section 3.19(b) of the Company Disclosure Letter contains a true and complete list of all leases, subleases, licenses, occupancy agreements, or other Contracts (collectively, the “Outbound Leases”) pursuant to which the Company or any of its Subsidiaries has granted to any other Person the right to use or occupy the Owned Real Property or any portion thereof (the “Outbound Leased Property”). (c) Section 3.19(c) of the Disclosure Letter lists all material leases or subleases pursuant to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (collectively with the Outbound Leases, the “Leases”) (such property, the “Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent ” and, collectively with the Outbound Leased Property and Owned Real Property" means , the real property owned “Real Property”), and except as would not, individually or in fee the aggregate, have a Material Adverse Effect on the Company: (i) each Lease, as of the date of this Agreement, (A) is valid and in full force and effect with respect to the Company or any of its Subsidiaries that is a party thereto and, to the knowledge of the Company (except where the counterparty is an Affiliate of the Company or any such Subsidiary or another Subsidiary), the other party or parties thereto, and (B) is enforceable, in each case except as may be limited by Crescent the Bankruptcy and Equity Exceptions; and (ii) no breach or default by the Company or any of its Subsidiaries that is a party to a Lease has occurred and is continuing under such Lease, or, to the knowledge of the Company, any other party or parties thereto (except where the counterparty is an Affiliate of the Company or any such Subsidiary or another Subsidiary), and no event has occurred that, with the lapse of time or giving of notice, or both, would constitute a breach or event of default by the Company or any such Subsidiary or, to the knowledge of the Company, any other party or parties thereto (except where the counterparty is an Affiliate of the Company or any such Subsidiary or another Subsidiary). (d) The Company, its Subsidiaries, and, to the knowledge of the Company, each of the Company’s and its Subsidiaries necessary for Subsidiaries’ lessees, use all Real Property in accordance with the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent zoning Laws applicable to each such respective Real Property" means Crescent Owned Real Property and Crescent Leased Real Property, except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics'Schedule 4.l4(i) of the Disclosure Schedule lists and briefly describes all of the buildings in which the Company has an ownership interest and in which the book value as per the Most Recent Balance Sheet exceeded an equivalent of US$500,000. The buildings listed on Schedule 4.14(i) (“Buildings”), carriers'along with the buildings housing base stations, workers'switches or other equipment material to the operation of the Business, repairers'taken as a whole, materialmen'sare referred to herein as “Owned Real Property.” With respect to the Owned Real Property: (A) the Company owns and has the right to possess, warehousemen's use and alienate the Owned Real Property, and the Owned Real Property is held free and clear of any Security Interest and other similar Liens arising or incurred in restrictions which would impair the ordinary course of business for sums not yet due and payable and such Liens as current use; (B) there are being contested by Crescent in good faithno pending or, (ii) Liens arising or resulting from any action taken by to the Company, (iii) matters that would be disclosed by an accurate survey or inspection Knowledge of the Crescent Seller, threatened, condemnation proceedings, lawsuits, or administrative actions relating to any of the Owned Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments materially and adversely the current use thereof; (C) each Building, and the buildings housing base stations, switches or reports which have been made available other equipment material to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any operation of the Crescent Real Property Business, taken as it is presently used a whole, has received all material approvals of governmental authorities required in connection with the ownership or operation thereof and (vii) matters set forth has been operated and maintained in Schedule 4.2.12(a) accordance with all material applicable laws, rules, and regulations. In the context of the Buyer Disclosure Schedule. "Crescent Leases" means foregoing, the real property term “material” does not include such approvals, licenses or permits that are of a routine or minor nature and that are customarily granted in due course after proper application therefor; (D) there are no leases, subleases, licenses and or other agreements, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant of any portion of the Buildings, or the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole (or a portion thereof as the case may be), to which Crescent the Company has an ownership interest, except to the extent that the current use of the building (or a portions thereof as the case may be) would not be materially impaired thereby; (E) there are no outstanding options or rights of first refusal to purchase any Building, or the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole, or any portion thereof or interest therein; and (F) there are no parties (other than the Company) in possession of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Propertyany Building, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant the buildings housing base stations, switches or other equipment material to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for operation of the conduct ofBusiness, taken as a whole, except to the extent that the current use of such Building or otherwise material to, buildings comprising the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property would not be materially impaired thereby. (ii) Schedule 4.l4(ii) of the Disclosure Schedule lists and Crescent briefly describes all of the premises leased or subleased to the Company and under which the annual lease or sublease payments by the Company exceed an equivalent of US$50,000. The buildings listed on Schedule 4.14(ii), along with the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole, are referred to herein as “Leased Real Property.” With respect to the Leased Real Property: (A) the lease or sublease is legally valid, binding and enforceable, and in full force and effect; (B) the lease or sublease will continue to be legally valid, binding and enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) the Company is not in breach of, and the Company has not received any notice that any third party is in breach of, the lease or sublease, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) the Company has not repudiated, nor has the Company received any notice that any third party has repudiated, any provision of the lease or sublease; (E) with respect to each sublease, the Company has not received any notice indicating that any of the warranties set forth in subsections (A) through (D) above are untrue, inaccurate or misleading with respect to the underlying lease; (F) all of the Leased Real Property has received all material approvals of governmental authorities required in connection with the leasing or operation thereof and has been operated and maintained in accordance with all material applicable laws, rules, and regulations. In the context of the foregoing, the term “material” does not include such approvals, licenses or permits that are of a routine or minor nature and that are customarily granted in due course after proper application therefor. (iii) The Company does not directly or indirectly own any land.

Real Property. (a) For purposes Schedule 4.12(a) sets forth a correct and complete list as of this Agreementthe Effective Date of the location, "Crescent Permitted Liens" means by state and street address, of all Real Property owned or leased by any Loan Party (iincluding name of record owner), identifying which properties are owned and which are leased, together with the names and addresses of any landlords. (b) mechanics'Each Loan Party has title, carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred subject to matters of record disclosed in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments referenced on Schedule 4.12(b), to, or reports which have been made available to the Companyvalid leasehold interests in, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent all Real Property, in each case that is purported to be owned or interests thereinleased by it, and none of the Real Property is subject to any Lien, except Permitted Liens. (c) Each Loan Party has paid all such material payments required to be made by it in respect of any Leasehold Property, and, to such Loan Party’s knowledge, no landlord Lien has been filed, and to Borrower’s knowledge, no claim of delinquency is being asserted, with respect to any such payments, except as are subject to Permitted Protest. (d) Each Lease relating to the Leasehold Property listed on Schedule 4.12(a) is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms. "Crescent Leased To each such Loan Party’s knowledge, there is not under any such Lease any existing breach, default, event of default or event or condition that, with or without notice or lapse of time or both, could constitute a breach, default or an event of default by any Loan Party or that, in any such case, could reasonably be expected to result in the commencement of proceedings or actions to terminate such Lease. (e) All Permits or Cannabis Licenses required to have been issued to enable all Real Property" means Property of any Loan Party to be lawfully occupied and used for all interests of the purposes for which they are currently occupied and used have been lawfully issued and are in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means full force and effect, other than those that, in the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct ofaggregate, would not have a Material Adverse Effect. (f) None of any Loan Party has received any notice, or otherwise material has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property of such Loan Party or any part thereof, except those that, in the aggregate, would not have a Material Adverse Effect. (g) No Loan Party owns or holds, or is obligated under or a party to, the business any lease, option, right of Crescent and its Subsidiaries first refusal or other contractual right to purchase, acquire, sell, assign, dispose of or lease any Collateral Properties of such Loan Party except as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyset forth on Schedule 4.12(g).

Real Property. All real property and interests in real property owned in fee by it or any of its Subsidiaries (aindividually, an “Owned Property”) For purposes and all real property and interests in real property leased, subleased, licensed used or otherwise occupied by it or one of this Agreementits Subsidiaries and any prime or underlying leases, "Crescent Permitted Liens" means subleases, licenses or other use or occupancy agreements relating thereto (individually, a “Leased Property”) are set forth or described in the Form 10-K filed by it with the SEC for the year ended December 31, 2015 or otherwise Previously Disclosed, except for any Owned Property or Leased Property which is not, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole. It or its Subsidiaries, as applicable, has good and valid fee title to all Owned Property and good and valid leasehold title to all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a “Property” and, collectively, the “Properties”), in each case subject only to (i) mechanics'(x) Liens described in the Form 10-K filed by it with the SEC for the year ended December 31, carriers'2015, workers'(y) Liens which are Previously Disclosed or of record and not material, repairers'or (z) inchoate workmen’s, materialmen's, warehousemen's and repairmen’s or other similar Liens arising or incurred in the ordinary course of business for sums consistent with past practice relating to obligations as to which there is no default on the part of it or any of its Subsidiaries or that individually or in the aggregate, do not yet due impair, and payable would not reasonably be expected to impair, the continued use and such Liens operation of the Property to which they relate in the conduct of the business of it or its Subsidiaries as are being contested by Crescent in good faithpresently conducted, (ii) Liens arising leases, subleases and similar agreements Previously Disclosed or resulting from any action for the benefit of it or its Affiliates or which are not material to it and its Subsidiaries taken by as a whole and which were entered into in the Company, ordinary course of business consistent with past practice and (iii) matters that would be disclosed by an accurate survey or inspection easements, covenants, rights-of-way and other similar restrictions of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payablerecord, if any, that, (vx) any covenantsare for the benefit of it or its Affiliates or (y) are granted to third parties and, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect aggregate, do not impair, and would not reasonably be expected to impair, the value continued use and operation of the Property to which they relate in the conduct of the business of it or use its Subsidiaries as presently conducted. Any reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer with respect to any Property at which a casino or hotel project is operated are Previously Disclosed, except with respect to any Property which is not, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole. To its knowledge, there are no physical conditions or defects at any of the Crescent Real Property as it is presently used Properties at which casino or hotel operations are conducted which impair or would be reasonably expected to impair the continued operation and (vii) matters set forth in Schedule 4.2.12(a) conduct of the Buyer Disclosure Schedulecasino, hotel and related businesses as presently conducted at each such Property. "Crescent Leases" means the real property To its knowledge, all leases, subleases, licenses and other use or occupancy agreements pursuant to which Crescent it or any of its Subsidiaries is the lesseeleases, sublesseesubleases, licenseelicenses, user uses or occupant of Crescent Real Property, or interests therein. "Crescent occupies any Leased Real Property" means all interests Property are valid and in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent full force and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyeffect.

Real Property. (a) For purposes Section 3.16(a) of this Agreementthe Disclosure Schedule lists all of the Leased Real Property. The Seller has delivered to the Purchaser true and complete copies of all leases and subleases relating to the Leased Real Property and any and all ancillary documents pertaining thereto. Except as set forth in Section 3.16(a) of the Disclosure Schedule, "Crescent none of the Pershing Companies owns any real property. (b) Each parcel of Leased Real Property is leased free and clear of all Encumbrances other than Permitted Liens" means (i) mechanics'Encumbrances and is neither subject to any governmental decree or order to be sold nor being condemned, carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising expropriated or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Company, (iii) matters that would be disclosed by an accurate survey or inspection knowledge of the Crescent Real Property (Seller, has any such condemnation, expropriation or taking been proposed, except, in either case, as defined hereafter) (iv) Liens for current Taxes not yet due or payablewould not, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property aggregate, have a Material Adverse Effect. (c) Except as it is presently used and (vii) matters set forth in Schedule 4.2.12(aSection 3.16(c) of the Buyer Disclosure Schedule. "Crescent Leases" means Schedule or except as would not have a Material Adverse Effect: (i) the Pershing Companies and the Assets have complied at all times with all Environmental Laws; (ii) no real property leasescurrently or formerly owned or operated by the Pershing Companies has been contaminated with any substance regulated under any Environmental Law; (iii) the Pershing Companies are not subject to any Liability for off-site disposal or contamination; (iv) the Pershing Companies and its Assets are not the subject of any Governmental Orders, subleasesclaims or notices alleging Liability under any Environmental Law; and (v) to the knowledge of the Seller, licenses and there are no other circumstances or conditions involving the Pershing Companies or the Assets that could reasonably be expected to result in any Liabilities, or restrictions on the ownership, use or occupancy agreements pursuant to which Crescent or transfer of any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means included in the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real PropertyAssets under any Environmental Law.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the The real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means described on Schedule 3.17 constitutes all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned by the Company (the “Real Property”). Other than the Real Property, the Company does not own, lease, sublease, license, occupy or use any real property. The Real Property constitutes all the real property necessary to conduct the Company’s business as currently conducted and as currently proposed by the Company to be conducted. The Company has provided the REIT with true and complete copies of all of the leases and subleases (including any exhibits, addendums, amendments or modifications related thereto) relating to the Real Property (collectively, the “Leases”). (b) With respect to the Real Property: (i) all rents and other amounts due under the Leases have been paid in fee by Crescent full on or before the date when due and payable, and no security deposit has been applied in connection with a breach or default that has not been replaced in full; (ii) no claim has been asserted against the Company adverse to its Subsidiaries rights in the Real Property; (iii) there are no Liens encumbering the Real Property other than Permitted Liens; (iv) all facilities, buildings, improvements and fixtures on the Real Property are in good condition and repair, subject to normal wear and tear, and are suitable for the continued operation of the Company’s business as currently conducted; (v) to the Knowledge of the Company Stockholder, there are no pending or threatened condemnation proceedings, lawsuits or administrative actions relating to the Real Property or other matters affecting adversely the current use or occupancy thereof; (vi) to the Knowledge of the Company Stockholder, the Real Property (A) is in compliance in all material respects with all applicable Laws relating to occupancy and operation thereof and there are no violations of Law related to the Real Property, (B) has received all material approvals of Governmental Authorities (including Permits) required in connection with the occupancy and operation thereof and (C) has been operated and maintained in all material respects in accordance with applicable Law; (vii) all facilities located on the Real Property are supplied with utilities and other services necessary for the conduct ofoperation of such facilities by the tenant, or otherwise material toincluding gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are reasonably adequate in quality and quantity for the operation of the tenant’s business as currently conducted; (viii) except as set forth on Schedule 3.17, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Company has not granted a mortgage or security interest in the Real Property and/or the Leases; and (ix) the Company does not owe, and Crescent Leased will not owe in connection with the transactions contemplated under this Agreement, any broker’s fees and/or commissions in connection with the Real PropertyProperty and/or the Leases.

Real Property. (a) For purposes With respect to each such parcel of this Agreement, "Crescent Permitted Liens" means Owned Real Property: (i) mechanics'the Contributor has good and marketable title to the Owned Real Property, carriers', workers', repairers', materialmen's, warehousemen's free and other similar clear of any Liens arising or incurred in the ordinary course of business except for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, Permitted Liens; (ii) Liens arising there are no pending or, to the Knowledge of the Contributor, threatened, condemnation proceedings, lawsuits or resulting from any action taken by administrative actions relating to the Company, Owned Real Property; (iii) matters that would be disclosed by an accurate survey or inspection the legal description for Owned Real Property contained in the deed thereof describes such Owned Real Property fully and adequately, the buildings and improvements are located within the boundary lines of the Crescent described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the Owned Real Property (or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classification), and do not encroach on any easement that may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, except as defined hereafter) is set forth on Section 2.13 of the Disclosure Schedule, the property is not located within any flood plain or subject to any similar type restriction for which any material Assigned Licenses have not been obtained and access to the property is provided by paved public right of way with adequate curb cuts available; (iv) Liens for current Taxes not yet due all facilities have received all approvals of Governmental or payable, Regulatory Authorities (including Licenses) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws; (v) any covenantsexcept as set forth in Section 2.13 of the Disclosure Schedule, conditionsthere are no leases, restrictionssubleases, reservationsLicenses, rights, Liensconcessions, easements, encumbrancesservitudes, encroachments and rights-of-way, encumbrances or other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments Contracts granting to any party or reports which have been made available to parties the Company, right of use or occupancy of any portion of the Owned Real Property; (vi) any other covenantsneither the leases, conditionssubleases, restrictionsLicenses, reservations, rights, non-monetary Liensconcessions, easements, encumbrancesservitudes, encroachments and other matters affecting title which do not individually rights-of-way, encumbrances or Contracts set forth in Section 2.13 of the aggregate materially adversely affect Disclosure Schedule nor the value or use enforcement of any of rights thereunder by any party thereto have or may have a material adverse impact on the Crescent Acquiror’s ability to continue to operate the Owned Real Property as it is presently used a refinery in the same manner as the Contributor has operated the same prior to the Closing Date and (vii) matters with respect to the easements, licenses and rights-of-way comprising the Owned Real Property, the Contributor has good and marketable title to or interests therein sufficient to enable the Acquiror to use and operate the Contributed Assets in a reasonable and customary manner, free and clear of Liens except Permitted Liens. (b) The Contributor has delivered to the Acquiror prior to the execution of this Agreement true and complete copies of all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys, easements, licenses, rights of way, restrictions and similar documents, and all amendments thereof, with respect to the Owned Real Property. (c) There are no tenants or other parties in possession of any Owned Real Property. No Person has any right to purchase, or holds any right of first refusal to purchase, such properties. (d) Except as set forth in Schedule 4.2.12(a) Section 2.13 of the Buyer Disclosure Schedule. "Crescent Leases" means , all public utilities, including, without limitation, water and wastewater, have been extended to a boundary line of each tract of the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Owned Real PropertyProperty through adjoining public streets, or interests thereinif they pass through adjoining private land, do so in accordance with validly existing easements permitting such use, and all installation and connection charges necessary to use such public utilities have been paid in full. "Crescent Leased All facilities located on the Owned Real Property" means Property are supplied with utilities and other services, including gas, electricity, water, telephone, sanitary sewer and storm sewer as are necessary for their current use, all interests of which services are in real property pursuant to Crescent Leases. "Crescent accordance with all applicable Laws and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Owned Real Property" means . The improvements on the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property are in good operating condition and Crescent Leased in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used and there are no condemnation or appropriation proceedings pending or, to the Knowledge of the Contributor, threatened, against any such Owned Real PropertyProperty or the improvements thereon.

Real Property. (a) For purposes Schedule 5.13 sets forth a list of this Agreementall real property owned, ------------- leased, occupied or used by the Subsidiaries (the "Crescent Permitted Liens" means Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiaries, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by the LLC or the Subsidiaries, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiaries, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder. (ib) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the continued use, occupancy and operation of the Real Property have been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or any of the Subsidiaries. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiaries for construction of or repairs to the improvements located on the Real Property have been paid for in full and there are no claims, existing or otherwise, or rights to claims for, mechanics', carriers'materialmen's or vendors liens with respect to any of the Real Property. (f) No tenant has paid rent in advance for more than a month and, workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred except as presented in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property default under their lease (as defined hereafter) (iv) Liens to rent or otherwise), except for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title such defaults which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do would not individually or in the aggregate materially adversely have a Material Adverse Effect on any of the Subsidiaries. Each lease is in full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or entitled to possession thereof other than the Subsidiaries and tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiaries has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the value Real Property. (h) The Real Property has adequate legal access to public roads and all buildings and other improvements are located entirely within the boundary lines of the Real Property. There are no encroachments on the Real Property and no portion of the Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or use in any area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Crescent Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as it defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is presently used not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (viiv) matters set forth in Schedule 4.2.12(ano condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health. (k) To the Knowledge of the Buyer Disclosure Schedule. "Crescent Leases" means LLC, there are no material patent or latent defects in the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent Real Property or any of part thereof. (l) Each Subsidiary owns fee simple title to its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent respective Real Property, free and clear of all Liens, except Permitted Liens and free and clear of encumbrances and other matters of title except as shown on Schedule 5.13(1). ---------------- (m) There are no pending litigation actions, suits, proceedings or interests thereinclaims with respect to any aspect of the Real Property nor, to the Knowledge of the LLC, have any such actions, suits, proceedings or claims been threatened or asserted. (n) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property through private easements or dedicated public easements in capacities sufficient to serve and operate each project. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means Private drives located upon the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyappurtenant easements have been completed and connect to public roads.

Real Property. (a) For purposes Schedule 3.18 sets forth a correct and complete list of this Agreementall real property owned, "Crescent Permitted Liens" means leased, occupied or used by the Company (collectively, the “Real Property”) and indicates whether such property is owned or leased by the Company. (b) Schedule 3.18 sets forth a correct and complete list of (i) mechanics'all leases, carriers', workers', repairers', materialmen's, warehousemen's subleases and other similar Liens arising material agreements or incurred in rights pursuant to which any Person has the ordinary course of business for sums not yet due right to occupy or use any Real Property owned by the Company and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising all leases, subleases and other material agreements or resulting from rights pursuant to which the Company has the right to occupy or use any action taken Real Property owned by others. (c) Except as set forth on Schedule 3.18, the CompanyCompany has good and marketable and fee simple title to all Real Property purported to be owned by it and good leasehold title to all Real Property purported to be leased by it, in each case free and clear of any Liens, other than Permitted Liens. (iiid) matters that would be disclosed by an accurate survey or inspection of All buildings and other improvements located on the Crescent Real Property (including without limitation all water, sewer, gas, electrical and HVAC systems servicing the same) are in good repair and operating condition and are suitable for the purposes for which they are used. The Real Property constitutes all real property, buildings and other improvements necessary for the Company to conduct its business as defined hereaftercurrently conducted and as currently planned to be conducted. (e) (iv) Liens for current Taxes not yet due or payableAll buildings and other improvements located on the Real Property, (v) any covenantsand the use of the Real Property by the Company and all Persons claiming under it, conditions, restrictions, reservations, rights, Liens, comply with all Governmental Rules relating to zoning and land use and with all easements, encumbrances, encroachments covenants and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available restrictions applicable to the CompanyReal Property, (vi) any other covenants, conditions, restrictions, reservations, rights, except where such non-monetary Lienscompliance would, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and aggregate, have a Material Adverse Effect. (viif) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent The Real Property, or interests therein. "Crescent Leased Real Property" means : (i) is adequately serviced by all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries utilities necessary for the Company to conduct its business as currently conducted and as currently planned to be conducted thereon; (ii) has adequate means of ingress and egress, either directly or by means of perpetual easements or rights-of, or otherwise material to, -way which run with the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property ; (iii) has adequate parking that is sufficient to meet the needs of the Company’s employees and Crescent Leased Real Propertybusiness invitees and to comply with applicable Laws; and (iv) is not located in whole or in part within an area identified as a flood hazard area by any Governmental Authority.

Real Property. (a) For purposes of this AgreementExhibit A sets forth with respect to each Restaurant, "Crescent Permitted Liens" means (i) mechanics'its location, carriers'whether it is located on Owned Real Property or is on a site subject to a Lease, workers', repairers', materialmen's, warehousemen's and other similar Liens arising whether the improvements are owned or incurred in the ordinary course of business for sums not yet due and payable and such Liens as leased. All improvements to Real Property are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by condition and repair and sufficient for the Company, (iii) matters that would be disclosed by an accurate survey or inspection operation of the Crescent Business (subject to ordinary wear and tear). To the knowledge of the Seller Group, there are no material structural deficiencies or latent defects affecting any of the improvements to Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due and there are no facts or payableconditions affecting any of the improvements which would, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect aggregate, interfere in any material respect with the value use or use occupancy of the improvements or any portion thereof in the operation of the Business. (b) To Seller Group’s knowledge, the water, electric, gas, and sewer utility services, and storm drainage facilities currently available to each parcel of Real Property are adequate for the operation of the Restaurants as presently operated, and there is no condition which will result in the termination of the present access from each parcel of Real Property to such utility services and other facilities. (c) Seller Group has obtained all authorizations and rights-of-way which are necessary to ensure vehicular and pedestrian ingress and egress to and from the site of each Restaurant and adequate parking, of which access shall be insurable and all of which rights are assignable and shall be assigned to Purchaser at Closing, subject to the Leases. (d) Except as shown on Schedule 3.7(d), Seller Group has no knowledge and has not received any notice that any governmental body having the power of eminent domain over any parcel of Real Property has commenced or intends to exercise the power of eminent domain or a similar power with respect to any part of the Real Property. (e) To Seller’s knowledge, the Real Property and the present uses thereof comply in all material respects with all laws and regulations (including zoning laws and ordinances) of all Governmental Entities having jurisdiction over the Real Property, and Seller Group has no knowledge and has received no notice from any Governmental Entity alleging that the Real Property or any improvements erected or situated thereon, or the uses conducted thereon or therein, violate any regulations of any Governmental Entity having jurisdiction over the Real Property. (f) Except as shown on Schedule 3.7(f), no work for municipal improvements has been commenced on or in connection with any parcel of Real Property or any street adjacent thereto and to the knowledge of Seller Group, no such improvements are contemplated. No assessment for public improvements has been made against the Real Property which remains unpaid. No notice from any Governmental Entity has been served upon the Real Property or the Seller Group, or received by any owner of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of subject to a Lease, requiring or calling attention to the Buyer Disclosure Schedule. "Crescent Leases" means the real property leasesneed for any work, subleasesrepair, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lesseeconstruction, sublessee, licensee, user or occupant of Crescent Real Propertyalteration, or interests therein. "Crescent Leased installation on or in connection with the Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary Property which has not been complied with. (g) Warranties of title for the conduct of, or otherwise material to, Real Estate shall be limited to the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertywarranties in Seller Group’s Limited Warranty Deeds delivered at the Closing.

Real Property. (a) For purposes Section 3.11(a) of this Agreement, "Crescent Permitted Liens" means the Disclosure Schedule lists (i) mechanics'the address, carriers'assessor’s parcel number(s) (or equivalent identifier(s) in the applicable jurisdiction) and the record owner of each parcel of real property owned by the Company or any Company Subsidiary (each, workers'including all buildings, repairers'structures, materialmen'simprovements and fixtures located thereon and all easements, warehousemen's licenses, rights and other similar Liens arising or incurred in the ordinary course of business for sums not yet due appurtenances relating thereto, being “Owned Real Property”); and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising the address, landlord and the tenant of each real property leased, possessed, used or resulting from any action taken otherwise occupied by the CompanyCompany or any Company Subsidiary (or that the Company or any Company Subsidiary has a right to lease or occupy) pursuant to a lease, sublease, license or other agreement for use and/or occupancy (iiieach such lease, sublease, license or other agreement for use and/or occupancy together with any amendments thereto and any guarantees thereof, being a “Real Property Lease”; any real property leased, possessed, used or occupied under a Real Property Lease (or that the Company or any Company Subsidiary has a right to lease or occupy) matters being “Leased Real Property”) and any building, structure or other fixture or improvement owned by the Company or any Company Subsidiary that would be disclosed by an accurate survey or inspection is located at the Leased Real Property being “Leasehold Improvements”). The Owned Real Property, the Leased Real Property and the Leasehold Improvements are, collectively, the “Real Property.” (b) All of the Crescent land, buildings, structures, and other improvements used by or held for use by the Company in the conduct of the Business are included in the Real Property. The use, occupancy and/or operation of the Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to by the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which Company in the conduct of the Business do not individually violate, in any material respect, any Applicable Law, Permit or Encumbrance. The Real Property is in good operating condition (ordinary wear and tear excepted), and none of the aggregate materially adversely affect Real Property has suffered any material damage by fire or other casualty which has not been restored or repaired to substantially the value same condition as existed prior to such fire or use other casualty. To Company’s Knowledge, there is no material defect in any structural component of any of the Crescent improvement on any Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries electrical, plumbing, HVAC, life safety or other building systems. (c) Except for the Real Property Leases, there is no lease, sublease, license, or other agreement for use and/or occupancy in effect with respect to, or otherwise affecting, any Real Property. There is no pending Proceeding or, to Company’s Knowledge, threatened condemnation or eminent domain Proceeding affecting any Real Property or any sale or other disposition of any Real Property in lieu of condemnation. (d) The Company has a legal, valid, and enforceable leasehold interest under each Real Property Lease, subject to any Enforcement Limitation. No Real Property Lease imposes any restriction that prevents or materially interferes with the lesseeoperation of the Business conducted at such Leased Real Property. Neither the Company is in default or otherwise in breach under any Real Property Lease and, sublesseeto the Company’s Knowledge, licenseeno other party is in default or otherwise in breach thereof. Seller has provided to Parent a true, user correct and complete copy of each Real Property Lease (including without limitation all amendments and supplements thereto and all estoppel certificates, subordination and non-disturbance agreements and similar instruments that would preclude assertion of any claim under any Real Property Lease, affect any right or occupant of Crescent obligation under any Real Property Lease or otherwise be binding upon any successor to the Company’s position under any Real Property Lease). Each Real Property Lease is in full force and effect and constitutes the entire agreement between the parties thereto, and there are no other agreements, whether oral or written, between such parties. (e) The Company has good, valid, and marketable fee simple title to all Owned Real Property, and good and valid title to all Leasehold Improvements, in each case free and clear of all Encumbrances, except Permitted Encumbrances. The Company does not hold, nor is obligated under, any option, right of first offer, right of first refusal or interests other contractual right to purchase, acquire, sell, or dispose of any Real Property or interest therein. "Crescent Leased There is no development agreement or other Contract that limits the ability of the Company to protest any Real Property Tax, establishes any minimum real estate Tax or requires any continued business operations by the Company with respect to any Real Property" means . (f) The Company’s use and occupancy of the Real Property is in compliance with all interests Applicable Laws and all applicable insurance requirements, including those pertaining to zoning matters and the Americans with Disabilities Act, and conform to all such Applicable Laws on a current basis without reliance on any variance or other special limitation or conditional or special use permit. No portion of the Real Property relies on any facility (other than a facility of a public utility or community water and sewer company) not located on the Real Property to fulfill any zoning, building code or other requirement under any Applicable Law. (g) Neither the execution and delivery of this Agreement nor the consummation or performance of the transactions contemplated by this Agreement will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with, or result in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct a violation or breach of any provision of, or otherwise material togive any Person the right to declare a default or exercise any remedy under, or to cancel, terminate, or modify, any of the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property Leases. (h) Sellers have made available to Parent a true, correct, and Crescent Leased complete copy of all ALTA land title surveys and all title insurance commitments and policies issued to the Company that are in Sellers’ possession or control that cover any Real Property.

Real Property. (a) For purposes Schedule 4.14(a) describes each parcel of this Agreement, "Crescent Permitted Liens" means Owned Real Property. With respect to each parcel of Owned Real Property (other than the Rights-of-Way): (i) mechanics'the Company has good and indefeasible fee simple title, carriers'free and clear of all Encumbrances, workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, except Permitted Encumbrances; (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (except as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of 4.14(a)(ii), neither the Buyer Disclosure Schedule. "Crescent Leases" means Seller, any Seller Affiliate nor the real property leases, subleases, licenses and Company has or will have leased or otherwise granted to any Person the right to use or occupancy agreements pursuant to which Crescent occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of its Subsidiaries is first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Except as set forth on Schedule 4.14(b), with respect to the lessee, sublessee, licensee, user or occupant of Crescent Rights-of-Way comprising the Owned Real Property, the Company has good and indefeasible title to, or interests therein, sufficient to enable the Company to use and operate the Gathering Assets and the Business in a reasonable and customary manner, free and clear of all Encumbrances, except for Permitted Encumbrances, and to cause a prudent Person engaged in the business of purchasing, owning and operating the Business to accept such title. "Crescent Leased Real Property" means all interests in real property pursuant Except as set forth on Schedule 4.14(b), with respect to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent Rights-of-Way comprising the Gathering Assets, (A) the entire and its Subsidiaries continuous length of each of the pipeline systems necessary for the conduct of the Business is covered by valid, enforceable and recorded Rights-of-Way in favor of the Company (or their predecessors in title, with assignment(s) of record vesting title into the Company) and their successors and assigns, and there are no spatial gaps in any of such Rights-of-Way, (B) the Rights-of-Way grant the Company (or otherwise material totheir predecessors in title, with assignment(s) of record vesting title into the business Company) the right to construct, operate, and maintain each of Crescent these pipeline systems in, over, under, and its Subsidiaries as it across the real property covered thereby, and to receive, gather and redeliver gas produced from lands throughout the Dedicated Acreage and (C) each of these pipeline systems is currently conducted. "Crescent located within the confines of such contiguous Rights-of-Way and does not encroach upon any adjoining real property. (c) Schedule 4.14(c) describes each parcel of Leased Real Property" means Crescent Owned , and a true and complete list of all Leases for each such parcel of Leased Real Property. The Company has made available to Buyer a true and complete copy of each such Lease document. (i) Neither the Seller, any Seller Affiliate nor the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Leases, except for assignments, transfers, conveyances, mortgages, deeds of trust or other Encumbrances which will be released prior to Closing. The Company has adequate rights of ingress and egress with respect to the Leased Real Property and Crescent all buildings, structures, facilities, fixtures and other improvements thereon. None of such Leased Real Property, buildings, structures, facilities, fixtures or other improvements, or the current use thereof, contravenes or violates any building or zoning Law, or any administrative, occupational safety and health or other applicable Law, in each case, in any material respect (whether or not permitted on the basis of prior nonconforming use, waiver or variance). (ii) Except as set forth on Schedule 4.14(c)(ii), the Company has a valid leasehold interest in accordance with the terms of each Lease for the full term of the Lease thereof. Each Lease covering the Leased Real Property is a legal, valid and binding agreement enforceable in accordance with its terms against the Company and, to the Knowledge of Seller, each other Person that is a party thereto, and the Company is not in, and the Company or Seller has not received notice of any, default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. Neither Seller nor, to the Knowledge of Seller, any other party to any Leased Real Property is in breach or default, and, to the Knowledge of Seller, no event has occurred which, with notice or lapse of time, could reasonably be expected to constitute such a breach or default or permit termination, modification or acceleration under such Leased Real Property. The Company does not owe any brokerage commission with respect to any such Leased Real Property.

Real Property. (a) For purposes of this AgreementExcept as would not have, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect aggregate, a Partnership Material Adverse Effect, (i) either the value Partnership or use of any a Subsidiary of the Crescent Real Property as it is presently used Partnership has good and valid title to each material real property (vii) matters set forth in Schedule 4.2.12(a) and each real property at which material operations of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent Partnership or any of its Subsidiaries is are conducted) owned by the lesseePartnership or any Subsidiary, sublesseeother than Partnership Real Property Leases and Rights-of-Way (such owned real property collectively, licenseethe “Partnership Owned Real Property”) and (ii) either the Partnership or a Subsidiary of the Partnership has a good and valid leasehold interest in each material lease, user sublease and other agreement under which the Partnership or occupant any of Crescent its Subsidiaries uses or occupies or has the right to use or occupy any material real property (or real property at which material operations of the Partnership or any of its Subsidiaries are conducted) (any property subject to such lease, sublease or other agreement, the “Partnership Leased Real Property” and, together with the Partnership Owned Real Property, or interests therein. "Crescent Leased the “Partnership Real Property" means ” and such leases, subleases and other agreements, the “Partnership Real Property Leases”), in each case, free and clear of all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means Liens other than any Partnership Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property owned subject thereto (as used as of the date of this Agreement) by the owner (or lessee to the extent a leased property) thereof in fee the operation of its business (“Permitted Encumbrances”). Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (A) each Partnership Real Property Lease is valid, binding and in full force and effect in accordance with its terms, subject to the limitation of such enforcement by Crescent (x) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (y) subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”) and (B) no uncured default of a material nature on the part of the Partnership or, if applicable, its Subsidiary or, to the knowledge of the Partnership, the lessor thereunder, exists under any Partnership Real Property Lease and no event has occurred or circumstance exists that, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Partnership Real Property Lease. (b) Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Partnership Owned Real Property or the Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of such Partnership Owned Real Property or Partnership Leased Real Property by the Partnership or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among the Partnership and its Subsidiaries or among the Partnership’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Partnership Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Partnership Owned Real Property by the Partnership or its Subsidiaries in the operation of its business thereon, and (iii) neither the Partnership nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of Partnership Owned Real Property or Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of such Partnership Owned Real Property or Partnership Leased Real Property by the Partnership or its Subsidiaries in the operation of its business thereon. (c) Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect: (i) each of the Partnership and its Subsidiaries has such Rights-of-Way that are necessary for the conduct of, or otherwise material to, the business of Crescent Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Partnership Permitted Liens); (ii) the Partnership and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Partnership and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) neither the Partnership nor any of its Subsidiaries has received written notice of, and, to the knowledge of the Partnership, there does not exist, the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Partnership and its Subsidiaries in and to any such Rights-of-Way. Except as it is would not, individually or in the aggregate, have a Partnership Material Adverse Effect, all pipelines operated by the Partnership and its Subsidiaries have or are otherwise entitled to the benefits of all Rights-of-Way that are necessary for the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently conducted. "Crescent Real Property" means Crescent Owned Real Property used and Crescent Leased Real Propertyoperated, and there are no gaps (including any gap arising as a result of any breach by the Partnership or any of its Subsidiaries of the terms of any Rights-of-Way) in such Rights-of-Way that would prevent the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated.

Real Property. (a) For purposes The Company does not own any real property. (b) SCHEDULE 3.15(b) lists and describes briefly all real property leased or subleased to the Company. The Company has delivered to Parent correct and complete copies of this Agreement, "Crescent Permitted Liens" means the leases and subleases listed in SCHEDULE 3.15(b). With respect to each lease and sublease listed in SCHEDULE 3.15(b): (i) mechanics'the lease or sublease is legal, carriers'valid, workers'binding, repairers', materialmen's, warehousemen's enforceable and other similar Liens arising or incurred in the ordinary course of business for sums not yet due full force and payable and such Liens as are being contested by Crescent effect in good faith, all material respects; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (ii) Liens arising the lease or resulting from any action taken by sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Company, consummation of the transactions contemplated hereby; (iii) matters that no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would be constitute a breach or default or permit termination, modification of a material term or condition, or acceleration thereunder, except as disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) in SCHEDULE 3.15(b); (iv) Liens for current Taxes not yet due no party to the lease or payable, sublease has repudiated any provision thereof; (v) any covenantsthere are no disputes, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown oral agreements or forbearance programs in effect as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, lease or sublease; (vi) The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or interest in the aggregate materially adversely affect the value leasehold or use of any of the Crescent Real Property as it is presently used and subleasehold; (vii) matters set forth in Schedule 4.2.12(a) all facilities leased or subleased thereunder have received all approvals of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, Governmental Entities (including licenses and use permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws; and (viii) all facilities leased or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent subleased thereunder are supplied with utilities and its Subsidiaries other services necessary for the conduct of, or otherwise material to, the business operation of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertysaid facilities.

Real Property. (a) For purposes Schedule 3.14(a) sets forth a correct and complete list of all real property owned by the Purchased Companies (the “Owned Real Property”) and the owner thereof. Except as set forth on Schedule 3.14(a): (i) the applicable Purchased Company has good and marketable fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (ii) no Purchased Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein, (iv) no Purchased Company is a party to any agreement or option to purchase, or holds any options, rights of first offer or rights of first refusal to purchase any real property or interest therein relating to the respective businesses of the Purchased Companies, and (v) Griffon has made available prior to the date of this Agreement to Buyer copies of each deed for each parcel of Owned Real Property and all title insurance materials, surveys, appraisals and similar materials relating to the Owned Real Property, in each case to the extent in either Seller’s or any Purchased Company’s possession or control. (b) Schedule 3.14(b) sets forth a correct and complete list of all real property that is leased or subleased and occupied by the Purchased Companies (the “Leased Real Property”) and together with the Owned Real Property, (the “Real Property”) as of the date of this Agreement. Griffon has, or has caused to be, made available to Buyer correct and complete copies of each of the leases pursuant to which each Purchased Company leases the Leased Real Property (the “Leases”). Each Lease is valid and binding on the Purchased Company party thereto and enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). None of the Purchased Companies, and, to the Knowledge of the Seller, none of the other parties thereto, are in breach or default under any Lease, and, to the Knowledge of the Seller, no circumstances or state of facts presently exists which, with the giving of notice or passage of time, or both, would constitute a breach or default under any Lease. Except as set forth on Schedule 3.14(b), no Purchased Company has leased or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof. (c) Except as set forth on Schedule 3.14(c), as of the date of this Agreement, "Crescent Permitted Liens" means there are no material pending or, to the Knowledge of the Seller, threatened, appropriation, condemnation, eminent domain or like proceedings relating to the Real Property. (id) mechanics'All buildings, carriers'structures, workers'fixtures, repairers'building systems and equipment, materialmen'sand all components which are part of the Real Property are in good condition and structurally sound in all material respects, warehousemen's and all mechanical and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as systems located therein are being contested by Crescent in good faithoperating condition, (ii) Liens arising or resulting from any action taken by subject to normal wear, and are sufficient for the Company, (iii) matters that would be disclosed by an accurate survey or inspection operation of the Crescent Real Property respective businesses of the Purchased Companies as presently conducted in all material respects. (as defined hereaftere) (iv) Liens for current Taxes not yet due or payableNeither ISC Farmingdale nor, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth other parties thereto are in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct breach of, or otherwise material toin default under, the business ▇▇▇ Lease or the ▇▇▇ Sublease, and, to the Knowledge of Crescent the Seller, no circumstances or state of facts presently exists which, with the giving of notice or passage of time, or both, would constitute a breach or default under the ▇▇▇ Lease or the ▇▇▇ Sublease. ISC Farmingdale has met all of the requirements provided in Section 2.5 of the ▇▇▇ Lease, including completion of the Project at a cost of at least $35,000,000 and its Subsidiaries provision of all certificates to the Agency as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyrequired by the ▇▇▇ Lease.

Real Property. (a) For purposes Schedule 3.11(a) includes a true and complete list of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's all Business Real Property. One or more of the Purchased Business Companies has or will at Closing have good and other similar Liens arising or incurred marketable title to the Owned Real Property and valid leasehold interests in the ordinary course Leased Real Property subject only to Permitted Encumbrances. There are no Actions affecting any of business for sums not yet due and payable and such Liens as are the Business Real Property pending or, to Sellers’ knowledge, threatened which would reasonably be expected to impair the value or interfere with the present use of the Business Real Property. To the knowledge of Sellers, no material parcel of Business Real Property is subject to any governmental decree or is being contested by Crescent in good faithcondemned, (ii) Liens arising expropriated or resulting from any action otherwise taken by any public authority, with or without payment of compensation therefor, and no such condemnation, expropriation or taking has been proposed. (b) Except as set forth on Schedule 3.11(b), all improvements on the CompanyOwned Real Properties and the operations therein conducted conform to all applicable health, (iii) matters that would be disclosed by an accurate survey fire, safety, zoning and building laws, ordinances and administrative regulations, except for possible nonconforming uses or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title violations which do not individually and will not interfere with the present use, operation or maintenance thereof by any of the Business Companies as now used, operated or maintained or access thereto. The operating condition and state of repair of all buildings, structures, improvements and fixtures on the Owned Real Properties are sufficient to permit the use and operation of all such buildings, structures, improvements and fixtures as now used or operated. (c) Except as set forth on Schedule 3.11(c), the buildings, driveways and all other structures and improvements upon the Owned Real Properties are all within the boundary lines of such Owned Real Property or have the benefit of valid easements, and there are no encroachments thereon that would affect the use thereof. (d) Except as set forth on Schedule 3.11(d), all public utilities required for the operation of such properties either enter such properties through adjoining public streets or, if they pass through adjoining private land, do so in accordance with valid public or private easements which inure to the aggregate materially benefit of the Business Companies. Each Owned Real Property has unrestricted access to and from public roads and streets. (e) Each of the leases relating to the Leased Real Property is valid and binding on one of the Business Companies and, to the knowledge of Sellers, the counterparties thereto and is in full force and effect. There are no Actions affecting any of the Leased Real Property pending, or to Sellers’ knowledge, threatened in writing which would reasonably be expected to impair the value or interfere with the present use of the Leased Real Property. To Sellers’ knowledge, no Business Company has received notice of any event of default under any of the Leases and no event of default exists under any of the Leases with respect to any counterparty under the Leases. No Business Company has any contingent liability in respect of any leasehold property other than the Leased Real Property. No Leased Real Property is subject to any sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of such Leased Real Property or any portion thereof, except where such sublease, license or other agreement would not adversely affect the value use, occupancy or use enjoyment of any of the Crescent such Leased Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of currently being used, occupied or enjoyed by the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real PropertyBusiness.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's The Company and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which its Subsidiaries do not own, and have never owned, any real property. (b) Except as would not, individually or in the aggregate materially adversely affect aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each material lease, sublease, license, occupancy agreement and other agreement under which the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent Company or any of its Subsidiaries is uses or occupies or has the lesseeright to use or occupy, sublesseenow or in the future, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in any real property (the “Real Property Leases”) is valid and binding on the Company or its Subsidiary that is party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, (ii) all rent and other sums and charges payable by the Company or its Subsidiary party thereto as the tenant, subtenant or licensee thereunder are current, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or its Subsidiary party thereto or, to the Knowledge of the Company, the landlord thereunder, exists under any Real Property Lease, (iv) the Company and each of its Subsidiaries has a good and valid leasehold, subleasehold or license interest in each parcel of real property leased, subleased or licensed by it, free and clear of all Liens, except Permitted Liens, (v) neither the Company nor any of its Subsidiaries party thereto has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to Crescent Leases. "Crescent Owned any of the Real Property" means Property Leases neither the real property owned in fee by Crescent and Company nor any of its Subsidiaries necessary for party thereto has subleased, licensed or granted to any third party a right to use or occupy all or any portion of any property subject to the conduct of, or otherwise material to, Real Property Leases; and (vi) neither the business Company nor any of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned party thereto has collaterally assigned or granted any security interest in any Real Property and Crescent Leased Real PropertyLease (other than Permitted Liens).

Real Property. (a) For purposes Schedule 3.27(a) sets forth a true, correct, and complete description (including the address thereof, the applicable owner thereof, and the use thereof) of this Agreementall Real Property owned by the Target Company (the “Owned Real Property”). With respect to each Owned Real Property, "Crescent Permitted Liens" means (i) mechanics'the Target Company has valid, carriers'good and marketable fee simple title to such Owned Real Property, workers'free and clear of all Liens, repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business except for sums not yet due and payable and such Liens as are being contested by Crescent in good faithPermitted Liens, (ii) Liens arising the Target Company has not leased, subleased, licensed or resulting from otherwise granted to any action taken by Person the Company, right to use or occupy such Owned Real Property or any portion thereof; (iii) matters that would be disclosed by an accurate survey or inspection other than the right of the Crescent Acquirer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property (as defined hereafter) or any portion thereof or interest therein; (iv) Liens for current Taxes the Target Company has not yet due received any written notice of any, and to the Knowledge of the Owners, there are no existing, pending or payable, threatened condemnation or eminent domain proceedings relating to any portion of the Owned Real Property; and (v) to the Knowledge of the Owners, the Target Company has not breached or violated any covenantslocal zoning ordinance, conditionsand no written notice from any Person has been received by the Target Company or served upon the Target Company claiming any violation of any local zoning ordinance. The Target Company is not a party to any agreement or option to purchase any Real Property or material interest therein. To the extent any are in the possession of or reasonably available to the Target Company, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's copies of any title insurance policies and/or (together with copies of any documents of record listed as exceptions to the title commitments or reports which on such policies) currently insuring each Owned Real Property and copies of the most recent surveys of the same have been made available to the CompanyAcquirer. (b) Schedule 3.27(b) sets forth a true, correct and complete list (viincluding the address thereof, the applicable lessee thereof, and use thereof) of all of the Real Property leased or subleased by the Target Company (the “Leased Real Property”) as well as a list of all leases, subleases, licenses, occupancy agreements or other agreements (including all amendments thereto and guaranties thereof) pursuant to which the Target Company leases or subleases any Real Property (collectively, “Leases”). True and correct copies of all such Leases have been made available to the Acquirer. With respect to each of the Leases: (i) it is a valid, legal and binding obligation of the Target Company generally enforceable in accordance with its terms against the Target Company and, to the Actual Knowledge of the Owners, each other party thereto and is in full force and effect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) no waiver, indulgence or postponement of the lessees’ obligations thereunder have been granted by the lessors; (iv) there exists no breach or default, or event of default, thereunder by the Target Company or, to the Actual Knowledge of the Owners, by any other covenantsparty thereto, conditionsexcept for such breaches, restrictionsdefaults or events of default that would not reasonably be expected, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect aggregate, to have a Material Adverse Effect; (v) there exists no occurrence, condition or act which, with the value giving of notice, the lapse of time or the happening of any further event or condition, would become a breach or default, or event of default, by the Target Company thereunder, except for such occurrences, conditions or acts that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (vi) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. There are (x) no written or oral subleases, concessions or other contracts granting to any Person other than the Target Company the right to use or occupy any Leased Real Property and (y) no outstanding options or rights of first refusal to purchase all or a portion of such properties. The Target Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Lease or interest therein; and the estate or interest created by such Lease in favor of the Target Company is free and clear of all Liens. The Target Company has not received any written notice of any, and to the Actual Knowledge of the Owners, there are no existing, pending or threatened condemnation or eminent domain proceedings relating to any portion of the Leased Real Property. The Target Company has not received any written notice from any Person that any Leased Real Property is in violation of any local zoning ordinance and to the Actual Knowledge of the Owners, no Leased Real Property violates any local zoning ordinance. (c) The buildings, structures, improvements and fixtures located on the Owned Real Property and the Leased Real Property (the “Improvements”) and all building systems and equipment related to the business located on the Owned Real Property and the Leased Real Property are in good operating conditions and repair in all material respects and are adequate and suitable for the purposes for which they are presently being used. There are no material repair or restoration works likely to be required in connection with any of the Crescent Improvements located on the Owned Real Property. There are no material repair or restoration works likely to be required in connection with any Improvements located on the Leased Real Property as it for which the Target Company is presently used liable for or obligated to perform under the applicable Lease. The Target Company is in physical possession and (vii) matters set forth in Schedule 4.2.12(a) actual and exclusive occupation of the Buyer Disclosure Schedule. "Crescent Leases" means whole of the real property leases, subleases, licenses Owned Real Property and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Leased Real Property, none of which are subleased or interests thereinassigned to another Person. "Crescent The Target Company does not owe any brokerage commission with respect to any Real Property. (d) The Owned Real Property and the Leased Real Property" means Property collectively constitute all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means currently used or currently held for use in connection with the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real PropertyBusiness.

Real Property. (a) For purposes The Company has good, valid and marketable title to each parcel of this Agreement, "Crescent Permitted Liens" means Owned Real Property and each such parcel (i) is owned free and clear of all Liens, other than (A) Liens for Taxes, assessments, charges or claims of payment not yet past due and Liens (including Liens that are being contested in good faith) for which adequate accruals or reserves have been established in accordance with GAAP, (B) mechanics'’ and materialmen’s Liens for construction in progress arising in the ordinary course of business, carriers'or for which adequate reserves have been established, workers'(C) workmen’s, repairers', materialmen'srepairmen’s, warehousemen's ’s and other similar carriers’ Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by of the Company, (iiiD) matters that would be disclosed by an accurate survey or inspection Liens set forth in Section 3.21(a) of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payableCompany Disclosure Schedule, (vE) any covenantsthose matters listed as items 2 through 7 of Schedule B, conditionsPart One of that certain Policy of Title Insurance dated June 30, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments 2006 and other matters affecting title which are shown issued by First American Title Insurance Company as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to Policy Number NCS-237574-WA1 (the Company, “Existing Title Policy”) and (viF) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title Liens imposed after the date of the Existing Title Policy which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Owned Real Property or the ability to use the Owned Real Property for the purpose of conducting the Business thereon (the Liens listed in (A) through (F) above are sometimes referred to herein collectively as it is presently used “Permitted Liens”) and (viiii) matters is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated (or the equivalent) or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (b) Except for the lease(s) set forth in Schedule 4.2.12(aon Section 3.21(b) of the Buyer Company Disclosure Schedule (the “Company Leases), the Company is not a party to any lease, sublease or license with respect to any real property. Each Company Lease is in full force and effect, is valid and effective in accordance with its terms, and there is not any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) thereunder by the Company or, to the Company’s knowledge by the other party to such lease. The Company has not entered into any sublease, license or other agreement with respect to any Leased Real Property. The Company has received no notice that any Leased Real Property is in violation of any Law. (c) (i) Except as disclosed in Section 3.21(c) of the Company Disclosure Schedule. "Crescent Leases" means , the Company is in all material respects, in compliance with any Law (including any building, planning, highway or zoning law) relating to the Real Property, (ii) the Company is in undisturbed possession of each parcel of Real Property (subject to Permitted Liens), (iii) subject to Permitted Liens, no other person has any rights to the use or occupancy or enjoyment of the Real Property pursuant to any lease, sublease, license, occupancy or other agreement to which the Company is a party, (iv) to the knowledge of the Company, the Company is in all material respects, in compliance with any Law (including any building, planning, highway or zoning law) relating to the Leased Real Property, and (v) there are no encroachments onto or from the Owned Real Property. (d) As used in this Agreement, “Leased Real Property” shall mean the real property leasesset forth on Section 3.21(d)(1) of the Company Disclosure Schedule and, subleasesto the extent leased by the Company, licenses all buildings and use other structures, facilities or occupancy agreements pursuant improvements currently located thereon, all fixtures, systems, equipment and items of personal property of the Company attached or appurtenant to which Crescent such real property and all easements, licenses, rights and appurtenances relating to the foregoing, The Leased Real Property includes all real property leased, subleased or any of its Subsidiaries is licensed by the lesseeCompany as tenant, sublessee, subtenant or licensee, user together with, to the extent leased by the Company, all buildings and other structures, facilities or occupant improvements currently located thereon, all fixtures, systems, equipment and items of Crescent Real Propertypersonal property of the Company attached or appurtenant to such leased premises and all easements, or interests thereinlicenses, rights and appurtenances relating to the foregoing. "Crescent Leased Real Property" means all interests As used in real property pursuant to Crescent Leases. "Crescent this Agreement, “Owned Real Property" means ” shall mean the real property set forth on Section 3.21(d)(2) of the Company Disclosure Schedule and all buildings and other structures, facilities or improvements owned in fee by Crescent the Company currently located thereon, all fixtures, systems, equipment and its Subsidiaries necessary for items of personal property owned by the conduct ofCompany attached or appurtenant thereto and all easements, or otherwise material tolicenses, rights and appurtenances relating to the business of Crescent and its Subsidiaries as it is currently conductedforegoing. "Crescent The Company does not own any real property other than the Owned Real Property" means Crescent . As used in this Agreement, “Real Property” shall mean the Owned Real Property and Crescent the Leased Real Property.

Real Property. (a) For purposes The Business and the Company and its Subsidiaries do not own, and have never owned, any real property. (b) Section 3.11(b) of this Agreementthe Disclosure Schedule sets forth the address of each parcel of Leased Real Property, "Crescent and a true and complete list of all Leases for each parcel of Leased Real Property. (c) Subject to the respective terms and conditions in the Leases, the Company or one of its Subsidiaries is the sole legal and equitable owner of the leasehold interest in the Leased Real Property and possesses good and marketable, indefeasible title thereto, free and clear of all Liens (other than Permitted Liens" means ). (d) With respect to each parcel of Leased Real Property: (i) mechanics'there are no pending or, carriers'to the Knowledge of the Company, workers'threatened condemnation Proceedings, repairers'suits or administrative actions relating to any such parcel or other matters affecting adversely the current use, materialmen's, warehousemen's and other similar Liens arising occupancy or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, value thereof; (ii) Liens arising the ownership and operation of the Leased Real Property in the manner in which it is now owned and operated comply with all zoning, building, use, safety or resulting from other similar Laws in all material respects; (iii) all Improvements on any action taken by such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation of the Business as currently conducted at such facilities and safe for their current occupancy and use; (iv) neither the Company, (iii) matters nor any of its Subsidiaries nor Orgenesis Parent has received any notice of any special Tax, levy or assessment for benefits or betterments that would be disclosed by an accurate survey or inspection affect any parcel of Leased Real Property and, to the Knowledge of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due Company, no such special Taxes, levies or payable, assessments are pending or contemplated; (v) there are no Contracts granting to any covenantsthird party or parties the right of use or occupancy of any such parcel, conditionsand there are no third parties (other than the Company and its Subsidiaries) in possession of any such parcel except for such Contracts relating to Orgenesis Parent and/or its Subsidiaries that are set forth on Section 3.11(d) of the Disclosure Schedule; and (vi) each such parcel has adequate vehicular access to a road and there is no pending or, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Knowledge of the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use threatened termination of any of the Crescent such access. The Leased Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) comprises all of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leasesused or intended to be used in the Business, subleases, licenses and use or occupancy agreements pursuant to which Crescent or neither the Company nor any of its Subsidiaries is the lesseea party to any Contract, sublessee, licensee, user option or occupant right of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in first refusal to purchase any real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyany portion thereof or interest therein.

Real Property. (a) For purposes Schedule 5.13 sets forth a list of this Agreementall real property owned, ------------- leased, occupied or used by the Subsidiary (the "Crescent Permitted Liens" means Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiary, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by the LLC or the Subsidiary, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiary, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder. (ib) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the continued use, occupancy and operation of the Real Property have been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or the Subsidiary. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiary for construction of or repairs to the improvements located on the Real Property have been paid for in full and there are no claims, existing or otherwise, or rights to claims for, mechanics', carriers'materialmen's or vendors liens with respect to any of the Real Property. (f) No tenant has paid rent in advance for more than a month and, workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred except as presented in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property default under their lease (as defined hereafter) (iv) Liens to rent or otherwise), except for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title such defaults which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do would not individually or in the aggregate materially adversely have a Material Adverse Effect on the Subsidiary. Each lease is in full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or entitled to possession thereof other than the Subsidiary and tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiary has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the value Real Property. (h) The Real Property has adequate legal access to public roads and all buildings and other improvements are located entirely within the boundary lines of the Real Property. There are no encroachments on the Real Property and no portion of the Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or use in any area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Crescent Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as it defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.ss.ss.9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is presently used not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C.ss.6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C.ss.2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (viiv) matters set forth in Schedule 4.2.12(ano condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health. (k) To the Knowledge of the Buyer Disclosure Schedule. "Crescent Leases" means LLC, there are no material patent or latent defects in the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent Real Property or any of part thereof. (l) The Subsidiary owns fee simple title to its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent respective Real Property, free and clear of all Liens, except Permitted Liens and free and clear of encumbrances and other matters of title except as shown on Schedule 5.13(1). ---------------- (m) There are no pending litigation actions, suits, proceedings or interests thereinclaims with respect to any aspect of the Real Property nor, to the Knowledge of the LLC, have any such actions, suits, proceedings or claims been threatened or asserted. (n) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property through private easements or dedicated public easements in capacities sufficient to serve and operate each project. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means Private drives located upon the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyappurtenant easements have been completed and connect to public roads.

Real Property. (a) For purposes Schedule 2.2(a) lists and describes all real property other than the Excluded Assets that LLC or any other Person owns that is used in connection with the Business (collectively, the “Owned Real Property”). With respect to each such parcel of this Agreementowned real property, "Crescent Permitted Liens" means except as disclosed on the Title Report or Survey: (i) mechanics'the LLC has good and marketable title to the LLC Assets, carriers'free and clear of any Encumbrance, workers'easement, repairers'covenant, materialmen'sor other restriction, warehousemen's and other similar Liens arising or incurred in except as disclosed on the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, Title Report; (ii) Liens arising there are no pending or, to the knowledge of LLC or resulting from any action taken by the Company, any threatened condemnation proceedings, lawsuits, or administrative actions relating to the LLC Assets or other matters affecting materially and adversely the current use, occupancy, or value thereof; (iii) matters that would be to LLC’s knowledge, the legal description for the LLC Assets contained in Schedule 2.2(a) describes such parcel fully and adequately, the buildings and except as disclosed by an accurate survey or inspection in Schedule 3.22(a)(iii) to LLC’s knowledge, improvements are located within the boundary lines of the Crescent Real Property LLC Assets, are not in violation of applicable setback requirements, zoning laws, and ordinances (as defined hereafter) and none of the properties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), and to LLC’s knowledge, do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the LLC Assets are not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iv) Liens for current Taxes not yet due to Company and LLC’s knowledge, all Facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or payableoperation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which there are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property no leases, subleases, licenses and licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant of any portion of the LLC Assets other than the Lease; (vi) there are no outstanding options or rights of first refusal to which Crescent purchase the LLC Assets, or any portion thereof or interest therein; (vii) there are no parties (other than Company) in possession of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means LLC Assets; (viii) all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means Facilities located on the real property owned in fee by Crescent LLC Assets are supplied with utilities and its Subsidiaries other services necessary for the conduct ofoperation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate and to LLC’s and Company’s knowledge, in accordance with all applicable Laws, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property; and (ix) the LLC Assets abut on and have direct vehicular access to a public road, or otherwise material tohave access to a public road via a permanent, irrevocable, appurtenant easement benefiting the business parcel of Crescent real property, and its Subsidiaries as it access to each property is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyprovided by paved public right-of-way with adequate curb cuts available. (b) Other than the Lease, there are no leases of real property to or from Company. (c) The LLC Assets are not specially assessed for property taxes (e.g. farm, forest, or other) in a way which may result in levy of additional taxes in the future.

Real Property. (a) Except as would not reasonably be expected to have a Material Adverse Effect, with respect to the real property owned by the Company and its Subsidiaries (the “Owned Real Property”), (i) the Company or one of its Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of any Encumbrance and (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein. (b) With respect to the real property leased or subleased to the Company and its Subsidiaries, the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries, and, to the Company’s Knowledge and as of the date hereof, any other party thereto, is in breach of or default under such lease or sublease, and no event has occurred since the Applicable Date which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries, and, to the Company’s Knowledge and as of the date hereof, any other party thereto, or permit termination, modification or acceleration by any third party thereunder, except, in each case, for such invalidity, failure to be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations or repudiations that would not reasonably be expected to have a Material Adverse Effect. The representations and warranties in this Section (14)(b) do not apply to matters relating to this Agreement or the transactions contemplated by this Agreement. (c) Section (14)(c) the Company Disclosure Letter contains a true and complete list as of the date hereof of all material Owned Real Property and sets forth a correct street address or such other information as is reasonably necessary to identify each parcel of Owned Real Property. (d) For purposes of this AgreementSection (14) only, "Crescent Permitted Liens" “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes: (i) specified encumbrances described in Section (14)(d) of the Company Disclosure Letter, (ii) encumbrances for current Taxes or other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings, (iii) mechanics'’, carriers'’, workers'workmen’s, repairers', materialmen's, warehousemen's and repairmen’s or other similar Liens like encumbrances arising or incurred in the ordinary course Ordinary Course consistent with past practice relating to obligations as to which there is no default on the part of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed or the validity or amount of which is being contested in good faith by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) appropriate proceedings, (iv) Liens for current Taxes not yet due other encumbrances that do not, individually or payablein the aggregate, materially impair the continued use, operation, value or marketability of the specific parcel of Owned Real Property to which they relate or the conduct of the business of the Company and its Subsidiaries as presently conducted, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and rights of way or other similar matters affecting or restrictions or exclusions which would be shown by a current title which are shown as exceptions on Crescent's title insurance policies and/or title commitments report or reports which have been made available to the Companyother similar report, (vi) any condition or other covenantsmatter, conditionsif any, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments that may be shown or disclosed by a current and other matters affecting title which do not individually accurate survey or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used physical inspection and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the zoning restrictions and other limitations imposed by any Governmental Entity having jurisdiction over real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyproperty.

Real Property. (a) For purposes Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of this Agreementits Subsidiaries has good and valid title to, "Crescent Permitted or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets, free and clear of all mortgages, security interests, pledges, liens, charges or encumbrances (collectively, “Liens" means ”), other than (i) Liens for current Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics'’, carriers'workmen’s, workers', repairers', materialmen'srepairmen’s, warehousemen's ’s and other similar carriers’ Liens arising or incurred in the ordinary course of business for sums not yet due of the Company or such Subsidiary consistent with past practice and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) any such matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) record, Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting imperfections of title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Companythat do not, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate aggregate, materially adversely affect impair the value or continued ownership, use of any and operation of the Crescent Real Property assets to which they relate in the business of the Company and its Subsidiaries as it is presently used and currently conducted (vii“Permitted Liens”). (b) matters set forth in Schedule 4.2.12(aSection 3.15(b) of the Buyer Company Disclosure Schedule. "Crescent Leases" means the Schedule sets forth a true and complete list of all real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent owned by the Company or any of its Subsidiaries is (the lessee“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (the “Leased Real Property”), sublesseeidentifying the use(s) of each such property. Except as has not had and would not reasonably be expect to have, licenseeindividually or in the aggregate, user or occupant a Company Material Adverse Effect, each of Crescent the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good and marketable leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. Except as has not had and would not reasonably be expected to have, individually or interests therein. "Crescent in the aggregate, a Company Material Adverse Effect, no parcel of Owned Real Property or Leased Real Property" means all interests in real property pursuant Property is subject to Crescent Leasesany governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. "Crescent Owned Real Property" means Each of the real property owned in fee by Crescent Company and its Subsidiaries necessary enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no material default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor has any event occurred that, with notice or lapse of time or both, would constitute a material default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no contractual or legal restrictions that preclude or restrict the ability to use any Owned Real Property or Leased Real Property by the Company or any of its Subsidiaries for the conduct ofcurrent or contemplated use of such real property. Except as has not had and would not reasonably be expected to have, individually or otherwise material toin the aggregate, a Company Material Adverse Effect, all plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained and are in good operating condition and repair for the requirements of the business of Crescent the Company and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property.

Real Property. 5.11.1. SCHEDULE 5.11.1 contains a brief description of (a) For purposes each parcel of this Agreementreal property owned by an Acquired Company (the "Owned Real Property") (showing the record title holder, "Crescent Permitted Liens" means legal description and the street address commonly used when describing the Owned Real Property and such other information as is contained thereon) and (ib) mechanics'each option held by an Acquired Company to acquire any real property. Except as set forth in SCHEDULE 5.11.1, carriers'each Acquired Company has title in fee simple to all Owned Real Property held of record by such Acquired Company and to all buildings, workers', repairers', materialmen's, warehousemen's structures and other improvements thereon, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on SCHEDULE 5.11.1, each Acquired Company has fulfilled and performed all its obligations in all material respects, and all obligations binding upon any Owned Real Property, under each of the Encumbrances to which any Owned Real Property is subject, and no Acquired Company is in breach or default under, or in violation of or noncompliance with, any such Encumbrances where such breach, default, violation or non-compliance would materially impair the marketability of or materially detract from the value of or materially impair the existing or substantially similar Liens arising use of, the Owned Real Property affected thereby, and to the Knowledge of Seller, no event has occurred and no condition or incurred state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Except as set forth on SCHEDULE 5.11.1, each Owned Real Property has received all material Governmental Authorizations required in connection with the ordinary course operation thereof and has been operated and maintained in all material respects in accordance with all Legal Requirements and, to the Knowledge of business Seller, all Zoning Legal Requirements. The consummation of the Contemplated Transactions will not result in any material breach or material violation of, material default under or noncompliance with, or any forfeiture or impairment of any material rights under, any Encumbrance to which any Owned Real Property is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such Encumbrance. To the Knowledge of Seller, all public utilities currently utilized at each Owned Real Property give adequate service to the Owned Real Property, and, except as set forth in SCHEDULE 5.11.1, the Owned Real Property has unlimited access to and from publicly dedicated streets, the responsibility for sums not yet due maintenance of which has been accepted by the appropriate Governmental Body. Complete and payable correct copies of the following documents, to the extent in Seller's or any Acquired Company's possession, have heretofore been delivered by Seller to Buyer: deeds, instruments evidencing Encumbrances, commitments for the issuance of title insurance, title opinions, surveys, appraisals, and policies of title insurance currently in force. 5.11.2. SCHEDULE 5.11.2 sets forth a list and brief description of each lease or similar agreement (showing the parties thereto, and the location and the legal description (if a legal description was referenced as an exhibit to the respective lease or in any leasehold policy of title insurance) of the real property covered by, and the space occupied under, such lease or other agreement and such Liens other information as are being contested is contained thereon) under which (a) an Acquired Company is lessee or sublessee of, or holds, uses or operates, any real property owned by Crescent in good faith, any third Person (iithe "Leased Real Property") Liens arising or resulting from any action taken by the Company, (iiib) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use Acquired Company is lessor of any of the Crescent Owned Real Property Property. Except as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) SCHEDULE 5.11.2, each Acquired Company has the right to quiet enjoyment of all the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests Property described in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary such Schedule for the conduct of, full term of each such lease or otherwise material to, the business of Crescent similar agreement (and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property.any renewal option) relating thereto so long as

Real Property. (a) For purposes Schedule 2.7 is a true and complete list of this Agreement, "Crescent Permitted Liens" means (i) mechanics'all real property owned by the Corporation or any Subsidiary, carriers'including, workers'without limitation, repairers'all buildings, materialmen'sstructures and improvements thereon and all appurtenances thereto and the rights and privileges of the Corporation in all rights of way, warehousemen's and other similar Liens arising licenses or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faitheasements, (ii) Liens arising all real property leases to which the Corporation or resulting from any action taken by the CompanySubsidiary is a party, and (iii) matters that would be disclosed by an accurate survey all options, deeds of trust, deeds of declaration, mortgages and land contracts pursuant to or inspection in which the Corporation or any Subsidiary has any interest (collectively, the "Real Property"). Sellers have furnished to Purchaser or its counsel true and complete copies of each written contract and a written description of each oral contract relating to the Crescent list set forth on Schedule 2.7. (b) Except as set forth on Schedule 2.7, with respect to the Real Property: (i) The Real Property is occupied under valid and current certificates of occupancy or the like, and the transactions contemplated by this Agreement will not require the issuance of any new or amended certificates of occupancy or the like; there are no facts known to Sellers which would prevent each location from being occupied after the "Closing Date" (as defined hereafterhereinafter defined) in substantially the same manner as before; (ii) The Real Property does not violate, and all improvements are constructed in compliance with, any applicable federal, state or local statutes, laws, ordinances, regulations, rules, codes, orders or requirements, including, without limitation, any building, zoning, fire or environmental laws or codes (the "Laws and Ordinances"); (iii) The Corporation has obtained all appropriate licenses, permits, building permits and occupancy permits that are required with respect to the Real Property by the Laws and Ordinances; (iv) Liens for current Taxes not yet due There are no outstanding variances or payable, special use permits affecting the Real Property or its uses; (v) No notice of a violation of any covenantsLaws and Ordinances, conditionsor of any covenant, restrictionscondition, reservationseasement or restriction affecting the Real Property or relating to its use or occupancy has been given, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which nor are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, Sellers aware of any such violation; (vi) The Real Property has and will have as of the Closing Date adequate water supply, storm and sanitary sewage facilities, telephone, gas, electricity, fire protection, means of ingress and egress to and from public highways and, without limitation, other required public utilities. All utility lines and facilities presently serving the Real Property are serviced and maintained by the appropriate public or quasi-public entity. All utilities enter the Real Property through adjoining public streets or, if they pass through adjoining private land, they do so in accordance with valid public easements. Sellers have no knowledge of any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or increase in the aggregate materially adversely affect applicable rate for any utility service being furnished to the value or use of any of the Crescent Real Property as it is presently used and from the rate in effect with respect to the most recent bill ▇▇▇t the Corporation has received for such service; (vii) matters set forth Sellers have no knowledge of improvements made or contemplated to be made by any public or private authority, the costs of which are to be assessed as special taxes or charges against the Real Property, and there are no present assessments; (viii) All improvements constituting the Real Property are without structural defects, were constructed in Schedule 4.2.12(aconformity with all plans and specifications; (ix) The Real Property either (a) is freely accessible directly from all public streets on which it abuts, or (b) uses adjoining private land to access the same in accordance with valid public easements. Sellers have no knowledge of any condition which would result in the termination of such access; (x) The Corporation does not have a boundary or water drainage dispute with the owners of any premises adjacent to the Real Property and has no knowledge of any such dispute involving former owners of the Buyer Disclosure Schedule. "Crescent Leases" means Real Property; (xi) None of Sellers or the real property Corporation has notice of outstanding requirements or recommendations by the insurance companies who issued the insurance policies insuring the Real Property, or by any board of fire underwriters or other body exercising similar functions requiring or recommending any repairs or work to be done on the Real Property; (xii) there are no leases, subleases, licenses and licenses, concessions, or other agreements, written or oral, granting to any person the right of use or occupancy agreements pursuant to which Crescent or of any portion of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, ; (xiii) there are no encroachments upon such property by buildings or interests therein. "Crescent Leased other structures or improvements belonging to owners of adjacent or adjoining properties and the Real Property" means Property is not subject to claims by adjoining owners; (xiv) all interests in real property pursuant to Crescent Leases. "Crescent Owned improvements on the Real Property" means Property are wholly situated within boundaries of the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased do not encroach onto any adjacent or adjoining lands; (xv) the Real Property has not been condemned, expropriated, dedicated or otherwise taken by public authority and, to Sellers' knowledge, no such condemnation, expropriation, dedication or taking is threatened; and (xvi) the current and intended use of the Real Property does not violate in any material respect any law or any instrument of record or agreement affecting such Real Property. There is no violation of any covenant, condition, restriction, easement, license, or agreement affecting the Real Property or order of any governmental authority having jurisdiction over the Real Property that materially affects the Real Property or the use or occupancy thereof.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken All material real property owned by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent Company or any of its Subsidiaries is (collectively, the lessee, sublessee, licensee, user or occupant of Crescent “Owned Real Property”) is disclosed in Section 4.17(a) of the Company Disclosure Letter. (b) All material real property leased, subleased, licensed or interests therein. "Crescent otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property" means all interests ”) is disclosed in real property pursuant Section 4.17(b) of the Company Disclosure Letter. (c) Except as would not have, and would not reasonably be expected to Crescent Leases. "Crescent Owned Real Property" means have, individually or in the real property owned in fee by Crescent and aggregate, a Company Material Adverse Effect, the Company and/or its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent have good fee simple title to all Owned Real Property and Crescent valid leasehold, subleasehold or license interests in all Leased Real PropertyProperty free and clear of all Liens, except Permitted Liens. (d) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any other party to a lease for the Leased Real Property to which the Company or a Subsidiary is a party, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such lease. All of the leases with respect to the Leased Real Property are (i) valid, binding on and enforceable against the Company or its Subsidiary party thereto and, to the Knowledge of the Company, each of the parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights and remedies generally and the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (ii) are in full force and effect, have not been modified, amended or supplemented, in writing or otherwise, and all material rents, additional rents and other amounts due to date pursuant to each such lease have been paid, except, in each case, as would not have, individually or in the aggregate, a Company Material Adverse Effect.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection The Company owns no real property. Section 3.13 of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Disclosure Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the lists all real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant leased by or to Crescent Leasesthe Company (each, a “Leased Property”). "Crescent Owned Real The Company has delivered to Purchaser complete and accurate copies of all such leases, including any subleases, and any operating agreements relating thereto. With respect to each Leased Property" means , except as set forth in Section 3.13 of the real property owned Disclosure Schedule: (i) the Company has good and valid title to the leasehold estate relating thereto, free and clear of all Liens (other than Permitted Liens and Liens which would not reasonably be expected to materially impair the current uses or the occupancy by the Company of such Leased Property), leases, assignments, subleases, easements, covenants, rights of way and other similar restrictions of any nature whatsoever, other than those identified in fee the leases and operating agreements provided to Purchaser and other matters which would not reasonably be expected to materially impair the current uses or the occupancy by Crescent the Company of such Leased Property; (ii) the lease relating to such Leased Property is in writing and is legal, valid, binding, in full force and effect and enforceable in accordance with its Subsidiaries necessary for terms; (iii) the conduct lease relating to such Leased Property will, immediately following the Closing Date, continue to be legal, valid, binding, in full force and effect and enforceable in accordance with its terms as in effect on the date hereof; (iv) the Company is not and, to the Knowledge of the Seller, no other party to the lease relating to such Leased Property is, in breach or violation of, or otherwise material toin default under, such lease; (v) all facilities included in such Leased Property are supplied with utilities and other services adequate for the operation of such facilities in the manner currently used by the Company; (vi) all rents and additional rents due and payable through the Closing Date on the lease relating to such Leased Property have been paid; (vii) to the Knowledge of the Seller, the business current use by the Company of Crescent the facilities located on such Leased Property does not violate any local zoning or similar land use requirement or other Law in any material respect; and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property (viii) all necessary third party consents, approvals, filings and Crescent Leased Real Propertyregistrations required to be obtained by the Company with respect to such leases in connection with the transactions contemplated by this Agreement or otherwise, have been made or obtained.

Real Property. (a) The Company or one of the Company Subsidiaries has good and marketable title to real property listed as owned by the Company or one of the Company Subsidiaries on SECTION 4.14(a) of the Company Disclosure Schedule (collectively, the “Owned Real Property”), free and clear of all Encumbrances, other than Permitted Encumbrances. For purposes of this Agreement, "Crescent “Permitted Liens" Encumbrances” means (i) mechanics'’, carriers'’, workers'workmen’s, repairers', materialmen's, warehousemen's and repairmen’s or other similar Liens like Encumbrances arising or incurred in the ordinary course of business, (ii) Encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and under which the Company or the Company Subsidiaries are not in default, (iii) Encumbrances for sums current Taxes and utilities not yet due and payable and such Liens as or which may hereafter be paid without penalty, which have been set aside in accordance with GAAP or which are being contested by Crescent in good faithappropriate proceedings, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due imperfections of title or payableEncumbrances, if any, that do not, individually or in the aggregate, materially impair the continued use and operation of any asset to which they relate in the conduct of the business of the Company or any of the Company Subsidiaries as presently conducted, (v) any covenantsleases, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments subleases and other matters affecting title which are shown as exceptions similar agreements set forth on Crescent's title insurance policies and/or title commitments or reports which have been made available to the CompanyCompany Disclosure Schedules, (vi) any other easements, covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments of-way and other matters affecting title similar restrictions or conditions of record or which would be shown by a current accurate survey of any of the Real Property that do not materially interfere with the continued use and operation of the Real Property as currently used and operated, (vii) zoning, building and other restrictions imposed by any applicable law (including securities laws) that do not, individually or in the aggregate aggregate, materially adversely affect impair the value continued use and operation of any asset to which they relate in the conduct of the business of the Company or use of any of the Crescent Company Subsidiaries as presently conducted, (viii) Encumbrances that have been placed by any developer, landlord or other third party on property over which the Company or any of the Company Subsidiaries have easement rights or under any lease or subordination or similar agreements relating thereto that do not, individually or in the aggregate, materially impair the continued use and operation of any asset to which they relate in the conduct of the business of the Company or any of the Company Subsidiaries as presently conducted, (ix) unrecorded easements, covenants, rights-of-way and other similar restrictions on the Real Property none of which, individually or in the aggregate, materially impairs the continued use and operation of such Real Property as it is presently currently used and operated, (viix) matters set forth pledges and deposits made in Schedule 4.2.12(athe ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, (xi) cash deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business consistent with past practice, and (xii) bankers’ liens and similar liens, including rights of offset or set-off in respect of deposit accounts and liens in favor of securities intermediaries in respect of securities accounts securing fees and costs owing to such securities intermediaries arising or incurred in the ordinary course of business. Neither the Company nor any Company Subsidiary is a party to nor is any of the Buyer Disclosure ScheduleOwned Real Property subject to any unrecorded instrument granting a right or option to any other person to purchase or lease or otherwise obtain title to, or an interest in, such Owned Real Property. "Crescent Leases" means Neither the real property leasesCompany nor any Company Subsidiary has received written notice of any pending violation of a condition or agreement contained in any easement, subleases, licenses and use or occupancy agreements pursuant to which Crescent restrictive covenant or any similar instrument or agreement affecting any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Owned Real Property, or interests therein. "Crescent Leased Real Property" means all interests which in real property pursuant any event could reasonably be expected to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyhave a Company Material Adverse Effect.

Real Property. (a) For purposes Section 4.9(a) of this Agreementthe Disclosure Letter sets forth the owner, "Crescent Permitted Liens" means address and description of each real property owned by a Banner Company or for which it holds in The Netherlands a right of superficies (opstalrecht) (the “Owned Real Property”). Except as set forth on Section 4.9(a) of the Disclosure Letter, with respect to each Owned Real Property: (i) mechanics'the Banner Companies have good and marketable fee simple title, carriers'free and clear of all Encumbrances, workers'except only for the Permitted Encumbrances, repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been Seller has made available to the CompanyBuyer true, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments correct and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use complete copies of any each deed for each parcel of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent all title insurance policies and surveys issued to or prepared at the request of a Banner Company that relate to the Owned Real Property; (ii) no Banner Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) to Seller’s Knowledge, all structural elements of the buildings, structures and improvements on the Owned Real Property are in working condition, sufficient for the current operation of the Owned Real Property and, to Seller’s Knowledge, there are no proceedings instituted or threatened by any Governmental Authority to condemn or acquire the Owned Real Property or any portion thereof, by eminent domain; (v) there are no outstanding material violations of any covenant, condition or restriction affecting such Owned Real Property; and (vi) there exists no default under any mortgage, nor any event which, with notice or lapse of time or both, would constitute a monetary or material non-monetary default thereunder by any party thereto. Seller has delivered or made available to Buyer a true and complete copy of all mortgage loan agreements and any modifications or amendments of such mortgage loan agreements and documents relating to such mortgage loan agreements, affecting each Owned Real Property. (b) Section 4.9(b) of the Disclosure Letter sets forth (i) the address of each real property currently leased or subleased to or by a Banner Company, as lessee or sublessee (the “Leased Real Property”), and (ii) a true and complete list of all leases and subleases, and all modifications and amendments of and agreements relating to such leases and subleases (such leases and subleases, as modified and amended, collectively, the “Leases” or individually a “Lease”) for each such Leased Real Property. Seller has delivered or made available to Buyer a true and complete copy of each such Lease. Except as set forth in Section 4.9(b) of the Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Banner Companies has assigned any of its Leases or any interest in such Leases or sublet any portion of the premises leased to them under such Leases; (iv) to Seller’s Knowledge, all structural elements of the buildings, structures and improvements on the Leased Real Property are in working condition, sufficient for the current operation of the Leased Real Property and, to Seller’s Knowledge, there are no proceedings instituted or threatened by any Governmental Authority to condemn or acquire the Leased Real Property or any portion thereof, by eminent domain; and (v) to Seller’s Knowledge, there exists no monetary or material non-monetary default under any Lease, nor any event which, with notice or lapse of time or both, would constitute a monetary or material non-monetary default thereunder by any party thereto. (c) To Seller’s Knowledge, all of the land, buildings and structures used by the Banner Companies in the conduct of the Business are included in the Owned Real Property or Leased Real Property and the Owned Real Property and use of the Owned Real Property and Leased Real Property conforms with all Legal Requirements.

Real Property. (a) For purposes Schedule 4.9 sets forth a complete and accurate list and legal descriptions of the Real Property. Member is not a party to any contract, lease or other agreement regarding the Real Property, other than the Permitted Real Property Encumbrances and this Agreement. (b) The Real Property has free and unimpeded vehicular and pedestrian access to a dedicated public way via a dedicated public way or Appurtenant Easements. (c) All electric, "Crescent Permitted Liens" means communications, telephone, irrigation and drainage facilities and all other utilities required by law or for the present use and operation of the Real Property (“Utilities Facilities”) are: (i) mechanics'installed to the boundary lines of the Real Property and the buildings and, carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course case of business for sums not yet due irrigation and payable and such Liens as drainage facilities, are being contested by Crescent installed in good faithor connected to the vineyards situated thereon, (ii) Liens arising or resulting from any action taken by the Companyall connected and operating pursuant to valid Authorizations, (iii) matters that would be disclosed by an accurate survey or inspection adequate to service the Real Property and to permit compliance with all Property Laws and the present usage of the Crescent Real Property (as defined hereafter) by Member, and (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available connected to the CompanyReal Property by means of one or more Appurtenant Easements. To the Knowledge of Member, neither the Real Property nor any Improvements or Utility Facilities encroach on the property of others or rely on any facilities located on other property not subject to Appurtenant Easements. To the Knowledge of Member, all of the Utility Facilities not located on the Real Property are situated within and comply at all times with the provisions of the Appurtenant Easements. (vid) All Improvements are (i) in good working order and repair (ordinary wear and tear excepted) and (ii) suitable for the use presently being made of such Improvements by Member. (e) Member has not committed or obligated itself in any manner whatsoever to sell, transfer or lease any Real Property to any Person, or otherwise encumber any Real Property, other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title than as contemplated by this Agreement. (f) Member has not caused any work or improvements to be performed upon or made to the Real Property for which do not individually or there remains outstanding any material payment obligation that could result in the aggregate imposition of any Lien on the Real Property. (g) There are no eminent domain, condemnation or similar proceedings pending or, to Member’s Knowledge, threatened in writing against the Real Property which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the value or use of any marketability of the Crescent Real Property as it is presently used and Property. (viih) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent The Real Property, and its continued use and operation in the same manner as on the JV Date does not constitute a nonconforming use under any Property Law. (i) Member has not received notice of any pending or interests therein. "Crescent Leased proposed change in the zoning or any special use permit of the Real Property or any proposal for a new special assessment district including the Real Property" means all interests . To Member’s Knowledge, the transfer of ownership of the Real Property to the Company will not result in real property pursuant a change of the zoning or any special use permit applicable to Crescent Leases. "Crescent Owned the Real Property" means Property or require any alterations or improvements to the real property owned Real Property in fee by Crescent order to maintain compliance with any zoning requirement or any special use permit. (j) To the Member’s Knowledge, no part of the Real Property is situated in a “Special Flood Hazard Area,” as set forth on a Federal Emergency Management Agency Flood Insurance Rate Map or Flood Hazard Boundary Map. (k) Notwithstanding anything to the contrary in this Section 4.9, Member makes no representation as to any matter relating to the title to, encumbrances upon or restrictions upon the use and its Subsidiaries necessary for the conduct occupancy of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyto the extent that such matter is affirmatively insured under the title insurance policy referred to in Section 4.7.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means The Company does not own any real property. (b) SCHEDULE 3.11 lists all lease and sublease agreements relating to real property leased or subleased by the Company. With respect to each such lease and sublease: (i) mechanics'such lease or sublease constitutes the entire agreement to which the Company is a party with respect to the real property leased thereunder; (ii) there is no agreement, carriers'whether written or oral, workers'to which the Company is a party that will shorten the duration of the term of such lease or sublease as a result of the consummation of the transaction pursuant to this Agreement; (iii) the Company has not assigned, repairers'subleased, materialmen'stransferred, warehousemen's conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (iv) all facilities leased or subleased thereunder have received all approvals of Governmental Entities (including all Permits) required in connection with the operation thereof and have been operated and maintained in accordance with all applicable Laws to the extent operated and maintained by the Company and to the knowledge of the Company and the Principal Shareholder by any other party which has contracted with the Company; (v) there is no action, suit or proceeding pending against the Company or, to the any action, suit or proceeding pending or threatened against the Company or any third party that would materially interfere with the quiet enjoyment of such leased real property after the Closing Date; (vi) all facilities leased or subleased thereunder are supplied with utilities and other similar Liens arising services necessary for the operation of such facilities; and (c) To the knowledge of the Company and the Principal Shareholder, no fact or incurred condition exists that is reasonably likely to result in the discontinuation of presently available or otherwise necessary water, sewer, gas, electric, telephone, drainage or other utilities or services relating to the real property leased by the Company. (d) All of the real property leased by the Company, and all components of all improvements included within such leased real property, including the roofs and structural elements thereof and the sprinkler and fire protection, heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good condition and repair, working order and repair and do not require material repair or replacement in order to serve their intended purposes in all material respects, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the ordinary course of business for sums not yet due the operation of such leased real property. The Company has made all material repairs and payable replacements required to be made by it under the real estate leases and such Liens as are being contested by Crescent subleases to which the Company is a party. (e) Other than options, rights of first refusal or other similar arrangements in good faith, (ii) Liens arising or resulting from any action taken favor of the Company under the leases and subleases relating to the real property leased by the Company, the Company has not entered into any contract, arrangement or understanding with respect to the future ownership, development, use, occupancy or operation of any parcel of real property leased by the Company. (iiif) matters that would be disclosed by an accurate survey or inspection There are no pending or, to the knowledge of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due Company and the Principal Shareholder, threatened or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments contemplated condemnation or reports which have been made available to eminent domain proceedings that affect the real property leased by the Company, (vi) and the Company has not received any notice, oral or written, of the intention of any Governmental Entity or other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value Person to take or use all or any part thereof. (g) During the Company' s occupancy, none of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent leased by the Company or any of its Subsidiaries is part thereof has suffered any material damage by fire or other casualty that has not been completely restored. (h) The Company has not received any written notice for any insurance company that has issued a policy to the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in Company with respect to any real property pursuant leased by the Company requiring the performance of any structural or other repairs or alterations to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertysuch property.

Real Property. (a) For purposes Paragraph 11 of this Agreementthe Disclosure Schedule lists and describes briefly all real property that Star Dot owns. With respect to each such parcel of owned real property: (1) the identified owner has good and marketable title to the parcel of real property, "Crescent Permitted Liens" means (i) mechanics'free and clear of any Security Interest, carriers'easement, workers'covenant, repairers'or other restriction, materialmen'sexcept for installments of special assessments not yet delinquent and recorded easements, warehousemen's covenants, and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title restrictions which do not individually impair the current use, occupancy, or in value, or the aggregate materially adversely affect marketability of title, of the value or use property subject thereto; (2) there are no pending or, to the Knowledge of any of the Crescent Real Property as it is presently used Shareholders and the directors and officers (vii) matters set forth in Schedule 4.2.12(aand employees with responsibility for real estate matters) of Star Dot threatened condemnation proceedings, lawsuits, or administrative actions relating to the Buyer Disclosure Schedule. property or other matters affecting materially and adversely the current use, occupancy, or value thereof; (3) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "Crescent Leasespermitted non- conforming use" means or permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the real land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (4) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (5) there are no leases, subleases, licenses and licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant of any portion of the parcel of real property; (6) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (7) there are no parties (other than Star Dot) in possession of the parcel of real property, other than tenants under any leases disclosed in Paragraph 11 of the Disclosure Schedule who are in possession of space to which Crescent or any they are entitled; (8) all facilities located on the parcel of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent are supplied with utilities and its Subsidiaries other services necessary for the conduct ofoperation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (9) each parcel of real property abuts on and has direct vehicular access to a public road, or otherwise material tohas access to a public road via a permanent, irrevocable, appurtenant easement benefitting the business parcel of Crescent real property, and its Subsidiaries access to the property is provided by paved public right-of-way with adequate curb cuts available. (b) Paragraph 11 of the Disclosure Schedule lists and describes briefly all real property leased or subleased to Star Dot. Paragraph 11 of the Disclosure Schedule also identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Paragraph 6.9(b) below. The Shareholders have delivered to eCom correct and complete copies of the leases and subleases listed in Paragraph 11 of the Disclosure Schedule (as it amended to date). With respect to each lease and sublease listed in Paragraph 11 of the Disclosure Schedule: (1) the lease or sublease is currently conducted. "Crescent Real Property" means Crescent Owned Real Property legal, valid, binding, enforceable, and Crescent Leased Real Property.in full force and effect; (2) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the Closing; (3) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (4) no party to the lease or sublease has repudiated any provision thereof; (5) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (6) Star Dot has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (7) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (8) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business Except for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Permitted Liens, easementsthere are no existing contracts, encumbrancesoptions, encroachments rights of first refusal, leases or otherwise, to sell, transfer, lease or otherwise dispose of any Cannex Properties, or to purchase or acquire any Cannex Properties, and other matters affecting title Cannex is not aware of any circumstances which are shown as exceptions on Crescent's title insurance policies and/or title commitments would result in any sale or reports which have been made available to the Companydisposal, (vi) any other covenantswhether by sale, conditionslease or otherwise, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and Cannex Properties including power of sale, foreclosure, expropriation or judicial proceedings. (viiii) matters set forth in Schedule 4.2.12(aTo the knowledge of Cannex: (A) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leasesneither Cannex, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is nor the lesseelandlords of the Cannex Properties are in material breach of any applicable Laws, sublesseeincluding any material building, licensee, user zoning or occupant of Crescent Real Propertyother statutes or any official plan, or interests therein. "Crescent Leased Real Property" means any covenants, restrictions, rights or easements affecting such Cannex Properties; (B) all interests buildings, structures, additions and/or improvements situated on any of the Cannex Properties are located wholly within the boundaries of such Cannex Properties, are free of any structural or material defect and comply with all Laws, covenants, restrictions, rights and easements affecting the same and their use, in real property pursuant each case in all material respects; and (C) there are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to Crescent Leases. "Crescent Owned Real Property" means any of the real property owned in fee Cannex Properties. (iii) The Cannex Properties are adequately serviced by Crescent and its Subsidiaries necessary utilities (or well water with adequate septic systems, if any) having adequate capacities for the conduct of, normal operations of Cannex’s or otherwise material to, its Subsidiaries’ facilities that are currently growing marijuana in accordance with its licenses and the business of Crescent Cannex or its Subsidiaries, as applicable. The Cannex Properties have enforceable rights of access to and from public streets or highways satisfactory, sufficient and adequate for the normal operations of the business of Cannex and its Subsidiaries Subsidiaries, to the knowledge of Cannex and its Subsidiaries, there is no fact or circumstance which exists which could result in the termination or restriction of such access. (iv) No amounts are owing by Cannex in respect of any of the Cannex Properties to a public utility, other than current accounts which are not in arrears. All amounts that are due for labour or materials supplied to or on behalf of Cannex relating to the construction, alteration or repair of or on any of the Cannex Properties have been paid in full and, to the knowledge of Cannex, no one has filed any construction, builders’, mechanics’ or similar liens relating to the supply of work or materials to or on any of the Cannex Properties with respect to amounts that are not in arrears. (v) To the knowledge of Cannex, the Cannex Leases are currently in good standing in all material respects, Cannex or its Subsidiaries, as it the case may be, as tenant and the applicable landlord have, as of the date hereof, complied in all material respects with their respective obligations under the Cannex Leases and to the knowledge of Cannex and its Subsidiaries, there exists no claim of any kind or right of set-off against Cannex or its Subsidiaries, as the case may be, as tenant by the landlord or against the landlord by Cannex or its Subsidiaries, as the case may be, as tenant as of the date hereof. (vi) Cannex or its Subsidiaries, as the case may be, as tenant is currently conductedin actual possession of the Cannex Leased Properties. "Crescent Real Property" means Crescent Owned Real Property and Crescent Cannex or its Subsidiaries, as the case may be, is not in arrears of rent required to be paid pursuant to the applicable Cannex Lease. (vii) Cannex or its Subsidiaries, as the case may be, as tenant has no right to extend, right of termination, option to purchase, or right of first refusal with respect to the Cannex Leased Real PropertyProperties except as set out in the Cannex Leases.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means Seller has Marketable Title to (i) mechanics'all Rights-of-Way on which the Sherwood Gas Gathering and Compression System is located or pursuant to which the Sherwood Gas Gathering and Compression System is operated, carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by all leasehold interests created under real property leases (the Company“Leases”), (iii) matters that would be disclosed by an accurate survey or inspection other than the Rights-of-Way, necessary for the operation of the Crescent Assets as presently operated (the “Leased Real Property” and together with the Rights-of-Way described in clause (ii) above, the “Material Real Property Locations”) and leased by Seller. (b) Except as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(aSection 2.4(b) of the Buyer Disclosure Schedule. "Crescent Leases" means , to Seller’s knowledge, there are not currently any underground storage tanks installed or operated by Seller on or under the real property leases, subleases, licenses and use Rights-of-Way described in Section 2.4(a) or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property. (c) Except as could not reasonably be expected to have a Seller Material Adverse Effect: (i) each Lease of a Material Real Property Location is in full force and effect, and with respect to each Material Real Property Location that comprises Leased Real Property, there is no breach or event of default on the part of Seller and, to Seller’s knowledge, there is no breach or event of default on the part of any other party with respect to any Lease covering such Material Real Property Location; (ii) the buildings and improvements included in the Assets have not been affected in any adverse manner as a result of any fire, explosion, flood, drought, windstorm, accident, riot, activities of armed forces or acts of God or of any public enemy; and (iii) no eminent domain proceeding or taking has been commenced or, to the knowledge of Seller, is threatened with respect to all or any material portion of the Real Property Interests.

Real Property. (a) For purposes Schedule 3.7(a) sets forth with respect to each Restaurant, its location, whether it is located on Owned Real Property or is on a site subject to a Lease, and whether the improvements are owned or leased. (b) The water, electric, gas, and sewer utility services, and storm drainage facilities currently available to each parcel of this AgreementReal Property are adequate for the operation of the Restaurants as presently operated, "Crescent Permitted Liens" means (i) mechanics'and to Seller's knowledge, carriers', workers', repairers', materialmen's, warehousemen's there is no condition which will result in the termination of the present access from each parcel of Real Property to such utility services and other facilities. (c) Seller, or the owner of the DR Holdings Tracts, has obtained all authorizations and rights-of-way which are necessary to ensure vehicular and pedestrian ingress and egress to and from the site of each Restaurant, all of which are assignable and shall be assigned to Purchaser at the Closing. (d) Neither Seller nor the holder of the DR Holdings Tracts has received any notice that any Government having the power of eminent domain over any parcel of Real Property has commenced or intends to exercise the power of eminent domain or a similar Liens arising power with respect to any part of the Real Property. (e) The Real Property and the present uses thereof comply with all laws and regulations (including zoning laws and ordinances) of all Governments having jurisdiction over the Real Property and all recorded covenants or incurred in the ordinary course of business for sums not yet due restrictions, and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting Seller has received no notice from any action taken by Government alleging that the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property or any improvements erected or situated thereon, or the uses conducted thereon or therein, violate any regulations of any Government having jurisdiction over the Real Property. (as defined hereafterf) (iv) Liens To the knowledge of Seller, no work for current Taxes not yet due municipal improvements has been commenced on or payable, (v) in connection with any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments parcel of Real Property or any street adjacent thereto and other matters affecting title which no such improvements are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have contemplated. No assessment for public improvements has been made available against the Real Property which remains unpaid. No notice from any Government has been served upon the Real Property or received by Seller, or to the Company, (vi) knowledge of Seller received by any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use owner of any of the Crescent Real Property as it subject to a Lease, requiring or calling attention to the need for any work, repair, construction, alteration, or installation on or in connection with the Real Property which has not been complied with. (g) Seller holds all Environmental Permits necessary for conducting the Business and has conducted, and is presently used conducting, the Business in compliance with all applicable Environmental Laws and (vii) matters set forth in Schedule 4.2.12(a) Environmental Permits held by it, including, without limitation, all record keeping and filing requirements. To the Seller's knowledge, all Hazardous Materials and Solid Waste, on, in, or under Real Property have been properly removed and disposed of, and to the Seller's knowledge no past or present disposal, discharge, spill, or other release of, or treatment, transportation, or other handling of Hazardous Materials or Solid Waste on, in, under, or off-site from any Real Property will subject the Purchaser, or any subsequent owner, occupant, or operator of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use Real Property to corrective or occupancy agreements pursuant to which Crescent compliance action or any other liability. There are no presently pending, or to Seller's knowledge, threatened Actions or Orders against or involving Seller relating to any alleged past or ongoing violation of its Subsidiaries is any Environmental Laws or Environmental Permits with respect to the lessee, sublessee, licensee, user or occupant of Crescent Real Property, nor to Seller's knowledge is Seller subject to any liability for any such past or interests thereinongoing violation, nor is Seller subject to any liability for any such past or ongoing violation caused by Seller. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business Matters referenced above of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertywhich Seller has knowledge are referenced on Schedule 3.7(g).

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business Except for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Permitted Liens, easementsthere are no existing contracts, encumbrancesoptions, encroachments rights of first refusal, leases or otherwise, to sell, transfer, lease or otherwise dispose of any 4Front Properties, or to purchase or acquire any 4Front Properties, and other matters affecting title 4Front is not aware of any circumstances which are shown as exceptions on Crescent's title insurance policies and/or title commitments would result in any sale or reports which have been made available to the Companydisposal, (vi) any other covenantswhether by sale, conditionslease or otherwise, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and 4Front Properties including power of sale, foreclosure, expropriation or judicial proceedings. (viiii) matters set forth in Schedule 4.2.12(aTo the knowledge of 4Front: (A) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leasesneither 4Front, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is nor the lesseelandlords of the 4Front Properties are in material breach of any applicable Laws, sublesseeincluding any material building, licensee, user zoning or occupant of Crescent Real Propertyother statutes or any official plan, or interests therein. "Crescent Leased Real Property" means any covenants, restrictions, rights or easements affecting such 4Front Properties; (B) all interests buildings, structures, additions and/or improvements situated on any of the 4Front Properties are located wholly within the boundaries of such 4Front Properties, are free of any structural or material defect and comply with all Laws, covenants, restrictions, rights and easements affecting the same and their use, in real property pursuant each case in all material respects; and (C) there are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to Crescent Leases. "Crescent Owned Real Property" means any of the real property owned in fee 4Front Properties. (iii) The 4Front Properties are adequately serviced by Crescent and its Subsidiaries necessary utilities (or well water with adequate septic systems, if any) having adequate capacities for the conduct of, normal operations of 4Front’s or otherwise material to, its Subsidiaries’ facilities that are currently growing marijuana in accordance with its licenses and the business of Crescent 4Front and its Subsidiaries Subsidiaries. The 4Front Properties have enforceable rights of access to and from public streets or highways satisfactory, sufficient and adequate for the normal operations of the business of 4Front and its Subsidiaries, to the knowledge of 4Front and its Subsidiaries, there is no fact or circumstance which exists which could result in the termination or restriction of such access. (iv) No amounts are owing by 4Front in respect of any of the 4Front Properties to a public utility, other than current accounts which are not in arrears. All amounts that are due for labour or materials supplied to or on behalf of 4Front relating to the construction, alteration or repair of or on any of the 4Front Properties have been paid in full and, to the knowledge of 4Front, no one has filed any construction, builders’, mechanics’ or similar liens relating to the supply of work or materials to or on any of the 4Front Properties with respect to amounts that are not in arrears. (v) To the knowledge of 4Front and its Subsidiaries, the 4Front Leases are currently in good standing in all material respects, 4Front or its Subsidiaries, as it the case may be, as tenant and the applicable landlord have, as of the date hereof, complied in all material respects with their respective obligations under the 4Front Leases and to the knowledge of 4Front and its Subsidiaries, there exists no claim of any kind or right of set-off against 4Front or its Subsidiaries, as the case may be, as tenant by the landlord or against the landlord by 4Front or its Subsidiaries, as the case may be, as tenant as of the date hereof. (vi) 4Front or its Subsidiaries, as the case may be, as tenant is currently conductedin actual possession of the 4Front Properties. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property4Front or its Subsidiaries, as the case may be, is not in arrears of rent required to be paid pursuant to the applicable 4Front Lease. (vii) 4Front or its Subsidiaries, as the case may be, as tenant has no right to extend, right of termination, option to purchase, or right of first refusal with respect to the 4Front Properties except as set out in the 4Front Leases.

Real Property. (a) For purposes Schedule 5.13 sets forth a list of this Agreementall real property owned, ------------- leased, occupied or used by the Subsidiary (the "Crescent Permitted Liens" means Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiary, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by the LLC or the Subsidiary, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiary, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder. (ib) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the continued use, occupancy and operation of the Real Property have been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or the Subsidiary. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiary for construction of or repairs to the improvements located on the Real Property have been paid for in full and there are no claims, existing or otherwise, or rights to claims for, mechanics', carriers'materialmen's or vendors liens with respect to any of the Real Property. (f) No tenant has paid rent in advance for more than a month and, workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred except as presented in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property default under their lease (as defined hereafter) (iv) Liens to rent or otherwise), except for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title such defaults which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do would not individually or in the aggregate materially adversely have a Material Adverse Effect on the Subsidiary. Each lease is in full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or entitled to possession thereof other than the Subsidiary and tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiary has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the value Real Property. (h) The Real Property has adequate legal access to public roads and all buildings and other improvements are located entirely within the boundary lines of the Real Property. There are no encroachments on the Real Property and no portion of the Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or use in any area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Crescent Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as it defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is presently used not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (viiv) matters set forth in Schedule 4.2.12(ano condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health. (k) To the Knowledge of the Buyer Disclosure Schedule. "Crescent Leases" means LLC, there are no material patent or latent defects in the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent Real Property or any of part thereof. (l) The Subsidiary owns fee simple title to its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent respective Real Property, free and clear of all Liens, except Permitted Liens and free and clear of encumbrances and other matters of title except as shown on Schedule 5.13(1). ---------------- (m) There are no pending litigation actions, suits, proceedings or interests thereinclaims with respect to any aspect of the Real Property nor, to the Knowledge of the LLC, have any such actions, suits, proceedings or claims been threatened or asserted. (n) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property through private easements or dedicated public easements in capacities sufficient to serve and operate each project. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means Private drives located upon the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyappurtenant easements have been completed and connect to public roads.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means The Company does not own any real property. (b) SCHEDULE 3.11 lists all lease and sublease agreements relating to real property leased or subleased by the Company. With respect to each such lease and sublease: (i) mechanics'such lease or sublease constitutes the entire agreement to which the Company is a party with respect to the real property leased thereunder; (ii) there is no agreement, carriers'whether written or oral, workers'to which the Company is a party that will shorten the duration of the term of such lease or sublease as a result of the consummation of the transaction pursuant to this Agreement; (iii) the Company has not assigned, repairers'subleased, materialmen'stransferred, warehousemen's conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (iv) all facilities leased or subleased thereunder have received all approvals of Governmental Entities (including all Permits) required in connection with the operation thereof and have been operated and maintained in accordance with all applicable Laws to the extent operated and maintained by the Company and to the knowledge of the Company and the Principal Shareholder by any other party which has contracted with the Company; (v) there is no action, suit or proceeding pending against the Company or, to the any action, suit or proceeding pending or threatened against the Company or any third party that would materially interfere with the quiet enjoyment of such leased real property after the Closing Date; (vi) all facilities leased or subleased thereunder are supplied with utilities and other similar Liens arising services necessary for the operation of such facilities; and (c) To the knowledge of the Company and the Principal Shareholder, no fact or incurred condition exists that is reasonably likely to result in the discontinuation of presently available or otherwise necessary water, sewer, gas, electric, telephone, drainage or other utilities or services relating to the real property leased by the Company. (d) All of the real property leased by the Company, and all components of all improvements included within such leased real property, including the roofs and structural elements thereof and the sprinkler and fire protection, heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good condition and repair, working order and repair and do not require material repair or replacement in order to serve their intended purposes in all material respects, including use and operation consistent with their present use and operation, except for scheduled maintenance, repairs and replacements conducted or required in the ordinary course of business for sums not yet due the operation of such leased real property. The Company has made all material repairs and payable replacements required to be made by it under the real estate leases and such Liens as are being contested by Crescent subleases to which the Company is a party. (e) Other than options, rights of first refusal or other similar arrangements in good faith, (ii) Liens arising or resulting from any action taken favor of the Company under the leases and subleases relating to the real property leased by the Company, the Company has not entered into any contract, arrangement or understanding with respect to the future ownership, development, use, occupancy or operation of any parcel of real property leased by the Company. (iiif) matters that would be disclosed by an accurate survey or inspection There are no pending or, to the knowledge of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due Company and the Principal Shareholder, threatened or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments contemplated condemnation or reports which have been made available to eminent domain proceedings that affect the real property leased by the Company, (vi) and the Company has not received any notice, oral or written, of the intention of any Governmental Entity or other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value Person to take or use all or any part thereof. (g) During the Company’ s occupancy, none of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent leased by the Company or any of its Subsidiaries is part thereof has suffered any material damage by fire or other casualty that has not been completely restored. (h) The Company has not received any written notice for any insurance company that has issued a policy to the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in Company with respect to any real property pursuant leased by the Company requiring the performance of any structural or other repairs or alterations to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertysuch property.

Real Property. (a) For purposes Schedule 5.13 sets forth a list of this Agreementall real property owned, leased, ------------- occupied or used by the Subsidiaries (the "Crescent Permitted Liens" means Real Property"). All title documents, leases and subleases pursuant to which any of the Real Property is owned, occupied or used are set forth on Schedule 5.13 and such titles, leases and subleases are valid, subsisting, binding and enforceable against the LLC or the Subsidiaries, as applicable, in accordance with their respective terms, and there are no existing breaches of a material provision thereof or defaults thereunder by the LLC or the Subsidiaries, as applicable, or to the Knowledge of the LLC any other parties thereto, or events that with notice or lapse of time or both would constitute defaults thereunder by the LLC or the Subsidiaries, as applicable, and no party under any such contract, lease or sublease has given or received a written notice of termination thereunder. (ib) All Real Property is appropriately zoned under the applicable zoning ordinances of the city, county and state in which such the Real Property is located for current use and its intended use. To the Knowledge of the LLC, there are no proceedings pending or threatened that could or would cause the change, redefinition, or other modification of the zoning classification, or of other legal requirements applicable to the Real Property or any part thereof, or any property adjacent to the Real Property, or any moratorium that could or would in any way impair the use of the Real Property for the operation of apartment complexes. (c) All Real Property that has been constructed, is occupied or has been made available for occupancy is and has been used and operated in compliance in all material respects with the zoning, building, health, toxic and hazardous waste, environmental and other laws, codes, ordinances, regulations, orders and requirements of any Governmental Authority having jurisdiction thereof; and all certificates, licenses, permits, authorizations, consents and approvals required by any such Governmental Authority for the continued use, occupancy and operation of the Real Property have been obtained, except for those the failure to obtain would not have a Material Adverse Effect on the LLC or any of the Subsidiaries. (d) All improvements located on the Real Property are in good working order and repair (ordinary wear and tear excepted), free from patent defects and have been completed in all material respects in accordance with all applicable zoning, building, fire, health, pollution, subdivision, environmental protection, waste disposal and other governmental laws, ordinances, codes and regulations. (e) All work done or materials furnished by or on behalf of the Subsidiaries for construction of or repairs to the improvements located on the Real Property have been paid for in full and there are no claims, existing or otherwise, or rights to claims for, mechanics', carriers'materialmen's or vendors liens with respect to any of the Real Property. (f) No tenant has paid rent in advance for more than a month and, workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred except as presented in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent Rent Roll, no party has any right to rent-free occupancy or rent reductions or concessions. No tenant is in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property default under their lease (as defined hereafter) (iv) Liens to rent or otherwise), except for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title such defaults which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do would not individually or in the aggregate materially adversely have a Material Adverse Effect on any of the Subsidiaries. Each lease is in full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally, and the application of equitable principles (whether considered in a proceeding at law or in equity. The landlord under the leases is not required to render any services to any tenant except as specifically provided in the leases. There are no parties in possession of the Real Property or entitled to possession thereof other than the Subsidiaries and tenants under the leases listed on Schedule 5.13. (g) Neither the LLC nor the Subsidiaries has received any notice or has Knowledge of any pending or threatened condemnation or eminent domain proceedings which would affect any of the value Real Property. (h) The Real Property has adequate legal access to public roads and all buildings and other improvements are located entirely within the boundary lines of the Real Property. There are no encroachments on the Real Property and no portion of the Real Property is located within any Special Flood Hazard Area designated by the U.S. Department of Housing and Urban Development, or use in any area similarly designated by any other Governmental Authority having jurisdiction thereof. (i) To the Knowledge of the LLC, there are no unpaid special assessments affecting the Real Property and notice has not been received of any special improvements to be made for the benefit of any of the Crescent Real Property or requiring the construction of or repairs to any public rights of way contiguous to any of the Real Property. (j) To the Knowledge of the LLC, (i) there are no "hazardous substances" (as it defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. (S)(S)9601 et seq., as amended) at the Real Property; (ii) there has been no release or threat of release of any such hazardous substance; (iii) the Real Property is presently used not subject to regulation by any Governmental Authority as a result of the presence of (A) stored, leaked or spilled petroleum products, (B) underground storage tanks, (C) an accumulation of rubbish, debris or other solid waste, or because of the presence, release, threat of release, discharge, storage, treatment, generation or disposal of any "hazardous waste" (as defined in the Resource Conservation and Recovery Act, 42 U.S.C. (S)6901 et. seq., as amended), or "toxic substance" (as defined in the Toxic Substance Control Act, 15 U.S.C. (S)2601 et seq., as amended), including without limitation asbestos and items or equipment containing polychlorinated biphenyls (PCBs) in excess of 50 parts per million; (iv) no environmental conditions exist on the Real Property that either (X) requires the owner to report such condition to any authority or agency of the states in which the Real Property is located or (Y) requires the owner of the Real Property to make a notation of such condition in any public records or conveyancing instrument upon the conveyance of the Real Property; and (viiv) matters set forth in Schedule 4.2.12(ano condition exists that is or may be characterized by any Governmental Authority as an actual or potential danger to the environment or public health. (k) To the Knowledge of the Buyer Disclosure Schedule. "Crescent Leases" means LLC, there are no material patent or latent defects in the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent Real Property or any of part thereof. (l) Each Subsidiary owns fee simple title to its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent respective Real Property, free and clear of all Liens, except Permitted Liens and free and clear of encumbrances and other matters of title except as shown on Schedule 5.13(1). ---------------- (m) There are no pending litigation actions, suits, proceedings or interests thereinclaims with respect to any aspect of the Real Property nor, to the Knowledge of the LLC, have any such actions, suits, proceedings or claims been threatened or asserted. (n) All utilities (including, without limitation, water, storm and sanitary sewer, gas, electricity and telephone) are available on the Real Property through private easements or dedicated public easements in capacities sufficient to serve and operate each project. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means Private drives located upon the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyappurtenant easements have been completed and connect to public roads.

Real Property. (a) For purposes The Company does not own, and has never owned, any real property. (b) Schedule 2.13(b) attached hereto sets forth a list of this Agreementall leases, "Crescent Permitted Liens" means licenses, or similar agreements relating to the Company’s use or occupancy of real estate owned by a third party (the “Leases”), true, correct and complete copies (including all amendments) of which have previously been furnished to Buyer. Schedule 2.13(b) sets forth (i) mechanics'the lessor and lessee thereof and the commencement date, carriers'term, workers'and renewal rights under each of the Leases, repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising the street address of each property covered thereby (the “Leased Premises”). The Leases and all guaranties with respect thereto are in full force and effect and have not been amended in writing or resulting from any action taken by otherwise, and the Company is not and, to the Knowledge of the Company, no other party thereto is in default or breach under any material provision of any such Lease. To the Knowledge of the Company, no event has occurred that, with the passage of time or the giving of notice or both, would cause a breach of or default under any material provision of such Leases. The Company has not received notice of and, to the Knowledge of the Company, there are no events or conditions that could give rise to, any claimed abatements, offsets, defenses, or other bases for relief or adjustment. (c) Except as set forth on Schedule 2.13(c) attached hereto: (i) the Company has a valid leasehold interest in the Leased Premises, free and clear of any and all Liens; (ii) the portions of the buildings located on the Leased Premises that are Used by the Company are each in good repair and condition, normal wear and tear excepted, and are sufficient for the conduct of the Company’s business as currently conducted; (iii) matters that would be disclosed by an accurate survey or inspection each of the Crescent Real Property Leased Premises (A) has direct access to satisfy the current transportation requirements of the Company, and (B) is served by all utilities in such quantity and quality as defined hereafter) are necessary and sufficient to satisfy the current normal business activities conducted at such location; and (iv) Liens for current Taxes the Company has not yet due received notice of any condemnation, eminent domain, or payablesimilar proceeding affecting any portion of the Leased Premises or any access thereto, (v) any covenantsand, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Knowledge of the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually no such proceedings are contemplated or in the aggregate materially adversely affect the value or use of any threatened. The Leased Premises constitute all of the Crescent Real Property as it is presently used and (vii) matters set forth Company’s interests in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means constitute all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries that are necessary for the conduct of, or otherwise material to, continued operation of the business of Crescent and its Subsidiaries the Company as it the business is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property.

Real Property. (a) For purposes Schedule 4.10 sets forth a complete and accurate list and legal descriptions of the Real Property. Member is not a party to any contract, lease or other agreement regarding the Real Property, other than the Contracts, the Reserved Easements, the Conservation Easements and this Agreement. (b) The Real Property has free and unimpeded vehicular and pedestrian access to a dedicated public way via a dedicated public way or Appurtenant Easements. (c) All electric, "Crescent Permitted Liens" means communications, telephone, irrigation and drainage facilities and all other utilities required by law or for the present use and operation of the Real Property (“Utilities Facilities”) are: (i) mechanics'installed to the boundary lines of the Real Property and the buildings and, carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course case of business for sums not yet due irrigation and payable and such Liens as drainage facilities, are being contested by Crescent installed in good faithor connected to the vineyards situated thereon, (ii) Liens arising or resulting from any action taken by the Companyconnected and operating pursuant to valid Authorizations, (iii) matters that would be disclosed by an accurate survey or inspection adequate to service the Real Property and to permit compliance with all Property Laws and the present usage of the Crescent Real Property by the Business, and (iv) are connected to the Real Property by means of one or more Appurtenant Easements. To the Knowledge of Member, neither the Real Property (including the Improvements) nor the Utilities Facilities encroach on the property of others or rely on any facilities located on other property not subject to Appurtenant Easements. To the Knowledge of Member, all of the Utilities Facilities not located on the Real Property are situate within and comply at all times with the provisions of the Appurtenant Easements. (d) All Improvements are (i) in good working order and repair (ordinary wear and tear excepted) and (ii) suitable for the use presently being made of such Improvements by the Business. (e) Member has not committed or obligated itself in any manner whatsoever to sell, transfer or lease any Real Property to any Person, or otherwise encumber any Real Property, other than as defined hereaftercontemplated by this Agreement. (f) (iv) Liens for current Taxes Member has not yet due caused any work or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments improvements to be performed upon or reports which have been made available to the Company, (vi) Real Property for which there remains outstanding any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or material payment obligation that could result in the aggregate imposition of any Lien on the Real Property. (g) There are no eminent domain, condemnation or similar proceedings pending or, to Member’s Knowledge, threatened in writing against the Real Property which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the value or use of any marketability of the Crescent Real Property as it is presently used and Property. (viih) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent The Real Property, and its continued use and operation in the same manner as on the JV Date, does not constitute a nonconforming use under any Property Law. (i) Member has not received notice of any pending or interests therein. "Crescent Leased proposed change in the zoning or any special use permit of the Real Property or any proposal for a new special assessment district including the Real Property" means all interests . To Member’s Knowledge, the transfer of ownership of the Real Property to the Company will not result in real property pursuant a change of the zoning or any special use permit applicable to Crescent Leases. "Crescent Owned the Real Property" means Property or require any alterations or improvements to the real property owned Real Property in fee by Crescent order to maintain compliance with any zoning requirement or any special use permit. (j) To Member’s Knowledge, no part of the Real Property is situated in a “Special Flood Hazard Area,” as set forth on a Federal Emergency Management Agency Flood Insurance Rate Map or Flood Hazard Boundary Map. (k) Notwithstanding anything to the contrary in this Section 4.10, Member makes no representation as to any matter relating to the title to, encumbrances upon or restrictions upon the use and its Subsidiaries necessary for the conduct occupancy of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyto the extent that such matter is affirmatively insured under the title insurance policy referred to in Section 4.8.

Real Property. (a) For purposes Schedule 3.18 sets forth a correct and complete list of this Agreementall real property owned, leased, occupied or used by the Company (collectively, the "Crescent Permitted Liens" means Real Property") and indicates whether such property is owned or leased by the Company. (b) Schedule 3.18 sets forth a correct and complete list of (i) mechanics'all leases, carriers', workers', repairers', materialmen's, warehousemen's subleases and other similar Liens arising material agreements or incurred in rights pursuant to which any Person has the ordinary course of business for sums not yet due right to occupy or use any Real Property owned by the Company and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising all leases, subleases and other material agreements or resulting from rights pursuant to which the Company has the right to occupy or use any action taken Real Property owned by others. (c) Except as set forth on Schedule 3.18, the CompanyCompany has good and marketable and fee simple title to all Real Property purported to be owned by it and good leasehold title to all Real Property purported to be leased by it, in each case free and clear of any Liens. (iiid) matters that would be disclosed by an accurate survey or inspection of All buildings and other improvements located on the Crescent Real Property (including without limitation all water, sewer, gas, electrical and HVAC systems servicing the same) are in good repair and operating condition and are suitable for the purposes for which they are used. The Real Property constitutes all real property, buildings and other improvements necessary for the Company to conduct its business as defined hereaftercurrently conducted and as currently planned to be conducted. (e) (iv) Liens for current Taxes not yet due or payableAll buildings and other improvements located on the Real Property, (v) any covenantsand the use of the Real Property by the Company and all Persons claiming under it, conditions, restrictions, reservations, rights, Liens, comply with all Governmental Rules relating to zoning and land use and with all easements, encumbrances, encroachments covenants and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available restrictions applicable to the CompanyReal Property, (vi) any other covenants, conditions, restrictions, reservations, rights, except where such non-monetary Lienscompliance would, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and aggregate, have a Material Adverse Effect. (viif) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent The Real Property, or interests therein. "Crescent Leased Real Property" means : (i) is adequately serviced by all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries utilities necessary for the Company to conduct its business as currently conducted and as currently planned to be conducted thereon; (ii) has adequate means of ingress and egress, either directly or by means of perpetual easements or rights-of, or otherwise material to, -way which run with the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property ; (iii) has adequate parking that is sufficient to meet the needs of the Company's employees and Crescent Leased Real Propertybusiness invitees and to comply with applicable Laws; and (iv) is not located in whole or in part within an area identified as a flood hazard area by any Governmental Authority.

Real Property. (ai) For purposes Schedule 2.24(h)(i) sets forth an accurate and complete list and a brief description of all real property owned by the Company (the "Owned Real Property") indicating whether MP Owosso or MP Ohio is the sole owner thereof, and such Owned Real Property, including the buildings and improvements thereon, is in good repair and operating condition, ordinary wear and tear excepted. The Company has free and complete access to and over public streets for ingress and egress to and from the Owned Real Property. Except for the Mortgage (as defined on Schedule 2.12(a), which Mortgage will be released on or prior to the Closing, the Company has, and on the Closing Date the Company will have good, marketable, insurable and indefeasible fee simple title to the Owned Real Property, free and clear of all Liens, conditions, exceptions or reservations, except easements for utilities and for conditions, exceptions and reservations which do not adversely affect the Company's operations. There are no adverse rights of third parties or other parties in possession of all or any part of the Owned Real Property. Except for the option granted in Section 9.18 of this Agreement, "Crescent Permitted Liens" means (i) mechanics'no party has been granted any license, carriers'lease, workers'option to purchase or other right relating to the use or possession of all or part of the Owned Real Property. The Company and Seller have not received notice of, repairers'and have no other Knowledge of information of, materialmen'sany pending or contemplated change in any regulation or prior restriction applicable to the Owned Real Property, warehousemen's of any pending or threatened judicial or administrative action, of any action pending or threatened by adjacent landowners or other persons, or any pending or contemplated condemnation or together governmental action, any of which could result any material change in the condition of all or a part of the Owned Real Property. All utilities that are required for the full and other complete use of and operation of the Owned Real Property, including without limitation, electricity, natural gas, sanitary sewers, storm sewers and drainage, water, telephones and similar Liens arising systems, are at the Owned Real Property and in operating condition and in a state of maintenance and repair appropriate for the use there of in the ordinary and usual course of business by the Company, all easements or incurred license encumbering the Owned Real Property which will be required in connection with such utilities have been granted. The use made of the Owned Real Property and the Leased Real Property by the Company in the ordinary course of business (the "Use") is a use allowed by right, without the requirement of a variance under applicable zoning, building and fire laws and ordinances, and any other agreements affecting such properties, including without limitation any restrictive covenants (other than that restrictive covenant referred to in Section 9.17 of this Agreement, and all consents, licenses, permits, approval and certificates required for sums not yet due the Use have been issued to and payable paid for by the Company and such Liens as are being contested by Crescent in good faith, full force and effect. There are no improvements that encroach on to the Owned Real Property or that protrude from the Owned Real Property on to adjacent property. (ii) Liens arising or resulting from any action taken Schedule 2.24(h)(ii) sets forth an accurate and complete list and a brief description of all real property currently leased by the Company (the "Leased Real Property") and the Company has made available to Buyer accurate and complete copies of the leases and subleases for all such Leased Real Property, all of which are listed on Schedule 2.24(h)(ii). With respect to each such lease and sublease: (A) it is a legal, valid, binding and enforceable obligation of the Company and, to the Knowledge of the Company and Seller, the other party thereto, and is in full force and effect, and will continue in full force and effect on identical terms immediately following the Closing; (B) the Company has not violated in any material respects the terms thereof and is not in default thereunder; (C) to the Knowledge of the Company and Seller, no other party thereto is in default under any such lease or sublease; (D) no party has repudiated any provision thereof in a writing delivered to the Company; and (E) there are no material disputes, oral agreements, or forbearance programs in effect with respect thereto. (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (Except as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a2.24(h)(iii), the Company has not received any notice of (A) any requirements by any insurance company that has issued a policy covering any part of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leasesCompany's Owned Real Property and/or Leased Real Property by any board of fire underwriters or other body exercising similar functions, subleases, licenses and use requiring any material repairs or occupancy agreements pursuant work to which Crescent or be done on any part of any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent such Owned Real Property and/or Leased Real Property, or interests therein. "Crescent (B) any defects or inadequacies in, on or about any part of the Company's Owned Real Property and/or Leased Real Property" means Property that would, if not corrected, result in the termination of insurance coverage or a material increase in the cost thereof, and which, in either case, remains outstanding, except for any requirement, defect or inadequacy, the existence of which is not reasonably likely to have a Material Adverse Effect on the Company. To the Knowledge of the Company and Seller, all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary public utilities, including water, electric sewage or subsurface disposal systems, required for the conduct of, or otherwise material to, normal operation of the business of Crescent and its Subsidiaries the Company as it is currently conducted. "Crescent , connect into the Company's Owned Real Property" means Crescent Property and/or Leased Real Property through adjoining public highways or, if they pass through adjoining private land, do so in all material respects in accordance with valid permits and licenses, all installation and connection charges due and payable with respect thereto have been paid in full or provided for and all such utilities are sufficient in all material respects for the operation of the Company's business as currently conducted and for the use and enjoyment of the Owned Real Property and Crescent the Leased Real Property. (iv) There are no pending or, to the Knowledge of the Company and Seller, threatened condemnation, compulsory acquisition, expropriation, or similar proceedings that would affect all or any portion of the Company's Owned Real Property or Leased Real Property, except for any such condemnation, acquisition, expropriation or other proceeding which is not reasonably likely to have a Material Adverse Effect on the Company, or the use, operation and enjoyment of the Owned Real Property and the Leased Real Property. As of the Closing Date, no material assessments for public improvements will have been made against any of the Company's Owned Real Property or Leased Real Property which will not have been paid in full, except for any such assessments the validity of which are contested in good faith by means of appropriate proceedings. To the Knowledge of the Company and Seller, all utilities necessary or desirable for the full and complete occupancy and Use of the Owned Real Property and the Leased Real Property have been connected and are in good operating order, and all charges therefore, including "tie in" charges have been fully paid. To the Knowledge of the Company and Seller, no ordinance authorizing the improvements, the cost of which would be assessed against any of the Company's Owned Real Property or Leased Real Property is pending or proposed, except for any such ordinance the existence of which would not result in a Material Adverse Effect on the Company.

Real Property. (a) For purposes Schedule 3.15(a) lists and describes briefly all real property that the Company owns. With respect to each such parcel of this Agreement, "Crescent Permitted Liens" means owned real property: (i) mechanics'the identified owner has good and marketable title to the parcel of real property, carriers'free and clear of any Security Interest, workers'easement, repairers'covenant, materialmen'sor other restriction, warehousemen's except for installments of special assessments not yet delinquent and recorded easements, covenants, and other similar Liens arising restrictions which do not impair the current use, occupancy, or incurred value, or the marketability of title (indefeasible title in Texas), of the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, property subject thereto; (ii) Liens arising there are no pending or resulting from any action taken by threatened condemnation proceedings, lawsuits, or administrative actions relating to the Companyproperty or other matters affecting materially and adversely the current use, occupancy, or value thereof; (iii) matters that would be disclosed by an accurate survey or inspection the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the Crescent Real Property described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (as defined hereafter) and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iv) Liens for current Taxes not yet due all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or payableoperation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which there are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property no leases, subleases, licenses and licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant of any portion of the parcel of real property; (vi) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (vii) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 3.15 (a) who are in possession of space to which Crescent or any they are entitled; and (viii) all facilities located on the parcel of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent are supplied with utilities and its Subsidiaries other services necessary for the conduct ofoperation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property. (b) Schedule 3.15(b) lists and describes briefly all real property leased or subleased to the Company. The Company has delivered to the Parent correct and complete copies of the leases and subleases listed in Schedule 3.15(b). With respect to each lease and sublease listed in Schedule 3.15(b): (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or otherwise material toacceleration thereunder; (iv) no party to the lease or sublease has repudiated any provision thereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the business lease or sublease; (vi) The Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vii) all facilities leased or subleased thereunder have received all approvals of Crescent governmental authorities (including licenses and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property permits) required in connection with the operation thereof and Crescent Leased Real Propertyhave been operated and maintained in accordance with applicable laws, rules, and regulations; and (viii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities.

Real Property. Except for Permitted Encumbrances, the Company and its Subsidiaries have good and marketable title interests to all real property owned by them (a“Owned Real Property”) For purposes or used in the conduct of this Agreementtheir respective businesses as currently conducted (“Leased Real Property”) or reflected in the Interim Financial Statement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's free and clear of all Encumbrances. The buildings and other similar Liens arising or incurred structures located on the Owned Real Property are in operational condition, consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for the operation of the business as currently conducted at such facilities. Except as set forth in the ordinary course Company Disclosure Schedule, there are no persons in possession of, or having a right to possession of, any part of business the Owned Real Property other than the Company or its Subsidiary, as the case may be; and the Company is not a party to any contract, agreement or commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar rights or otherwise dispose of any portion of the Owned Real Property. The owners of fee simple title to the Owned Real Property are set forth in the Company Disclosure Schedule. Neither the Company nor any Subsidiary has received any notice of any special Tax, levy or assessment for sums not yet due benefits or betterments that affects the Owned Real Property, and payable and no such Liens as special Taxes, levies or assessments are being contested by Crescent in good faithexistence, (ii) Liens arising or resulting from any action taken by pending or, to the Knowledge of the Company, (iii) matters contemplated. There is no structural defect or deficiency in the condition of the Owned Real Property, or any portion thereof, that would be disclosed by an accurate survey materially adversely impair the use, occupancy or inspection operation of the Crescent Owned Real Property. No materials have been furnished to the Owned Real Property (as defined hereafter) (iv) or any portion thereof the cost of which has not been fully paid or accrued, which might give rise to the filing of a mechanic’s, materialman’s or other Liens for current Taxes not yet due against such property or payableany portion thereof. All buildings and structures located on the Owned Real Property are located completely within the boundary lines of the Owned Real Property, (v) any covenantsand no buildings, conditionsstructures or other improvements or appurtenances thereto owned by others encroach onto or under the Owned Real Property. The Owned Real Property abuts on and has adequate direct vehicular access to a public road and there is no pending or, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Knowledge of the Company, (vi) any other covenantsthreatened, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use termination of any such access. The Company Disclosure Schedule sets forth a list of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property all leases, subleases, licenses and or similar agreements to which the Company or any Subsidiary is a party, which are for the use or occupancy agreements pursuant of real estate owned by a third party and are used in the operation of the business of the Company or Subsidiary (the “Real Property Leases”) (accurate copies of which have previously been furnished to which Crescent Purchaser), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Real Property Leases; (ii) the street address or any legal description of each property covered thereby; and (iii) a brief description (including approximate size and function) of the principal improvements and buildings thereon. Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect against the Company or its Subsidiaries is Subsidiary, as the lesseecase may be, sublesseesubject to applicable bankruptcy, licenseeinsolvency, user or occupant reorganization, moratorium and similar laws affecting creditors rights and remedies generally and equitable principles. With respect to each parcel of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means : (i) all interests improvements, buildings and systems on any such parcel are in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means operational condition, consistent with the real property owned in fee by Crescent age and its Subsidiaries prior use of such buildings and structures, and are supplied with utilities and other services necessary for the conduct of, or otherwise material to, operation of the business as currently conducted at such facilities; (ii) neither the Company nor any Subsidiary has received any notice of Crescent any special Tax, levy or assessment for benefits or betterments that affect any such parcel and, to the Knowledge of the Company, no such special Taxes, levies or assessments are pending or contemplated; and its Subsidiaries (iii) each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the Company, threatened termination of such access. None of the Permitted Encumbrances substantially interferes with the conduct of the business as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyconducted by the Company or any Subsidiary.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics'Section 5(m)(i) of the Disclosure Schedule lists and describes briefly all real property that any of the Company and its Subsidiaries owns. With respect to each such parcel of owned real property: (A) the identified owner has good and marketable title to the parcel of real property, carriers'free and clear of any Security Interest, workers'easement, repairers'covenant, materialmen'sor other restriction, warehousemen's except for installments of special assessments not yet delinquent and recorded easements, covenants, and other similar Liens arising restrictions which do not impair the current use, occupancy, or incurred in value, or the ordinary course marketability of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faithtitle, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property property subject thereto; (as defined hereafterB) (iv) Liens for current Taxes not yet due there are no pending or payablethreatened condemnation proceedings, (v) any covenantslawsuits, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and or administrative actions relating to the property or other matters affecting title materially and adversely the current use, occupancy, or value thereof; (C) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which are shown as exceptions on Crescent's title insurance policies and/or title commitments may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or reports subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (D) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been made available to the Companyoperated and maintained in accordance with applicable laws, rules, and regulations; (viE) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property there are no leases, subleases, licenses and licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant of any portion of the parcel of real property; (F) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (G) there are no parties (other than the Company and its Subsidiaries) in possession of the parcel of real property, other than tenants under any leases disclosed in Section 5(m)(ii) of the Disclosure Schedule who are in possession of space to which Crescent they are entitled; (H) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (I) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) Section 5(m)(ii) of the Disclosure Schedule lists and describes briefly all real property: (A) leased or subleased to any of the Company and its Subsidiaries Subsidiaries; and (B) leased or subleased by any of the Company and its subsidiaries to third parties, including Company's franchisees and area developers. The Company has delivered or made available to Fields correct and complete copies of the leases and the subleases listed in Section 5(m)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in Section 5(m)(ii) of the Disclosure Schedule: (C) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (D) the lesseelease or sublease will continue to be legal, sublesseevalid, licenseebinding, user enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (E) no party to the lease or occupant sublease is in breach or default, and no event has occurred which, with notice or lapse of Crescent Real Propertytime, would constitute a breach or default or permit termination, modification, or interests therein. "Crescent Leased Real Property" means all interests acceleration thereunder; (F) no party to the lease or sublease has repudiated any provision thereof; (G) there are no disputes, oral agreements, or forbearance programs in real property pursuant effect as to Crescent Leases. "Crescent Owned Real Property" means the real property owned lease or sublease; (H) with respect to each sublease, the representations and warranties set forth in fee by Crescent subsections (A) through (E) above are true and correct with respect to the underlying lease; (I) none of the Company and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (J) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (iii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the conduct of, or otherwise material to, the business operation of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property.said facilities; and

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in Except as otherwise set forth on the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually Company Balance Sheet or in the aggregate materially adversely affect the value or use of any Company SEC Reports, Section 3.10 of the Crescent Real Property as it is presently used Company Disclosure Schedule identifies the address, general use of, and (vii) matters set forth in Schedule 4.2.12(a) period of ownership or occupancy of each of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leasesCompany's OWNED FACILITIES, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any defined as all of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee as of the date hereof by Crescent the Company and its Subsidiaries necessary subsidiaries, and the Company's LEASED FACILITIES, defined as all of the real property the Company and its subsidiaries use or occupy or have the right to use or occupy, now or in the future, pursuant to any lease, sublease, or other occupancy agreement. No real property is owned, leased or used by the Company or its current subsidiaries in the course of their respective businesses other than the Owned Facilities and Leased Facilities. (b) With respect to each Owned Facility and except as set forth on the Company Balance Sheet or in the SEC Reports: (i) the Company or its subsidiary has good and marketable title to Owned Facilities free and clear of all Liens, except (x) Taxes and general and special assessments not in default and payable without penalty and interest, and (y) easements, covenants and other restrictions or imperfections of title that do not materially impair the current use, occupancy, or value, or the marketability of title of such Owned Facilities; (ii) to the Company's knowledge, there are no pending or threatened condemnation proceedings, lawsuits or administrative actions relating to any Owned Facility that would materially and adversely affect the current use, occupancy or value thereof; (iii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any Owned Facility; (iv) there are no outstanding options or rights of first refusal to purchase any Owned Facility, or any portion thereof or interest therein; (v) there are no parties (other than the Company or its subsidiaries) in possession of any Owned Facility, other than tenants under any leases disclosed in Section 3.10 of the Company Disclosure Schedule who are in possession of space to which they are entitled; (vi) all facilities located on Owned Facilities are now, and will be at the time of Closing, in good operating condition and repair, and structurally sound and free of known defects, with no material alterations or repairs required thereto (other than ordinary and routine maintenance and repairs) under applicable Laws, Company Permits or insurance company requirements. All such Owned Facilities have been operated and maintained in all material respects in accordance with applicable Laws and Company Permits. All such Owned Facilities are supplied with utilities and other services, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the conduct ofuses to which such Owned Facility is being put. (c) With respect to each Leased Facility and except as set forth on the Company Balance Sheet or in the SEC Reports: (i) the Company has made available to Parent a true, correct, and complete copy of the lease, sublease or other occupancy agreement for such Leased Facility (and all modifications, amendments, and supplements thereto and all side letters to which Company or any of its subsidiaries is a party affecting the obligations of any party thereunder) (each such agreement is referred to herein as a "REAL PROPERTY LEASE"); (ii) to the Company's knowledge, the Company or its subsidiary has a good and valid leasehold interest in such Leased Facilities, where the Company or its subsidiaries own fee title to the improvements thereof, free and clear of all Liens, except (x) Taxes and general and special assessments not in default and payable without penalty and interest, and (y) easements, covenants and other restrictions that do not materially impair the current use, occupancy or value, or otherwise material tothe marketability of the Company's or its subsidiary's interest in such real property; (iii) each Real Property Lease constitutes the valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, and is in full force and effect; (iv) all rent and other sums and charges payable by the Company or its subsidiary as tenant under the Real Property Lease covering the Leased Facility are current, no termination event or condition or uncured default on the part of the tenant or, to the Company's knowledge, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned landlord, exists under any Real Property Lease. No party to such Real Property Lease has given written notice to the Company or its subsidiary or made a claim in writing against the Company or its subsidiary in respect of any breach or default thereunder; (v) neither the Company nor its subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered its leasehold interest in the Leased Facility; and (vi) the Company's leased facilities located in Singapore are now, and Crescent Leased Real Propertywill be at the time of Closing, in good operating condition and repair, and structurally sound and free of known defects, with no material alterations or repairs required thereto (other than ordinary and routine maintenance and repairs) under applicable Laws, Company Permits or insurance company requirements. All such Singapore leased facilities have been operated and maintained in all material respects in accordance with applicable Laws and Company Permits. All such facilities are supplied with utilities and other services, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate for the uses to which such facilities are being put.

Real Property. (a) For purposes The real property described on Section 3.12(a) of this Agreementthe Company Disclosure Letter (the “Owned Real Property”) constitutes all of the real property currently owned by the Company or its Subsidiaries. Section 3.12(a) of the Company Disclosure Letter contains a true and complete list of all Owned Real Property. Section 3.12(a) of the Company Disclosure Letter sets forth (x) a description of the principal functions conducted at each parcel of Owned Real Property, "Crescent (y) the commonly used street address of such Owned Real Property and (z) a legal description for each parcel of Owned Real Property. (b) Each of the Company and the applicable Subsidiary has good and valid fee simple title to all Owned Real Property that it owns, free and clear of all Liens, except for Permitted Liens" means . The Company is the only occupant of the Owned Real Property. (ic) mechanics'During the past three (3) years, carriers'no written notice of violation of any Laws (including, workers'without limitation, repairers'any zoning law) or of any covenant, materialmen'srestriction or easement affecting any Owned Real Property or any part of it or with respect to the use or occupancy of such Owned Real Property or any part of it has been given by any Governmental Entity having jurisdiction over such Owned Real Property or by any other Person entitled to enforce the same. (d) There are no existing or, warehousemen's and other similar Liens arising or incurred in to the ordinary course Knowledge of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters proposed, contemplated or threatened condemnation proceedings that would be disclosed by an accurate survey result in the taking of all or inspection any part of the Crescent Owned Real Property or that would materially and adversely affect the current use any of the Owned Real Property or any part of it. (as defined hereaftere) (iv) Liens for current Taxes not yet due There are no special assessments outstanding in respect of the Owned Real Property, nor has the Company or payable, (v) the applicable Subsidiary received any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to written notice of proposed special assessments. To the Knowledge of the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments no public improvements have been commenced and other matters affecting title none are planned which do not individually in either case may result in special assessments against or in the aggregate otherwise materially adversely affect any Owned Real Property. (f) To the value Knowledge of the Company, no part of the Owned Real Property has been designated or use is threatened in writing to be designated or identified pursuant to any Laws as an historical site or building, or as habitat of an endangered or threatened species (g) To the Knowledge of the Company, none of the Owned Real Property is located in a flood plain, flood hazard area, or wetland within the meaning of any of the Crescent Real Property as it is presently used and Laws. (viih) matters set forth in Schedule 4.2.12(aSection 3.12(h) of the Buyer Company Disclosure Schedule. "Crescent Leases" means the Letter contains a list of all real property leases, subleases, licenses and use leased or occupancy agreements pursuant to which Crescent subleased by the Company or any of its Subsidiaries is from third parties (the lessee“Leased Real Property”), sublesseewhich Leased Real Property encompasses all of the real property leased, licenseesubleased or licensed by the Company or any of its Subsidiaries as of the date of this Agreement, user or occupant and sets out, in respect of Crescent each Lease: (1) the address of the Leased Real Property, or interests therein. "Crescent Leased Real Property" means all interests (2) the date of the Lease and any amendment to it; (3) the original parties to the Lease and any amendment; (4) the size in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means rentable square feet of the real property owned in fee premises demised by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property.such Lease;

Real Property. (a) For purposes Neither He-Ro nor any Subsidiary owns any real property. Schedule 2.11(a) sets forth the addresses and uses of this Agreementall real property that He-Ro or any Subsidiary leases or subleases (the "He-Ro Real Property"), "Crescent Permitted Liens" means (i) mechanics'and any Lien on any such leasehold interest therein, carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred specifying in the ordinary course case of business for sums not yet due and payable and each such Liens as are being contested by Crescent in good faithHe-Ro Lease or sublease, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection name of the Crescent lessor or sublessor, as the case may be, the lease term and rent obligations of the lessee thereunder. Except as set forth on Schedule 2.11(a), He-Ro or its Subsidiary, as the case may be, has a valid leasehold interest in all real (b) Schedule 2.11(b) sets forth with respect to the He-Ro Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's a list of all title insurance policies and/or title commitments policies, appraisal reports, surveys and engineering and environmental reports held or reports controlled by He-Ro, copies of which have been made available provided to Nah-Nah. All Improvements located on the CompanyHe-Ro Real Property are in good operating condition (subject to normal wear and tear) with no structural or other defects known to He-Ro that could interfere in any material respect with the operation of He-Ro's business, (vi) are located within applicable boundary lines and are suitable for the purposes for which they are currently used. Neither He-Ro nor any Subsidiary is in violation in any material respect of any building, zoning, anti-pollution, health, occupational safety or other covenantsLaw, conditionsOrder, restrictions, reservations, rights, Permit or non-monetary Lienstransferable license in respect of the He-Ro Real Property. Except as disclosed on Schedule 2.11(b), easementsno person, encumbrancesother than He-Ro or a Subsidiary, encroachments and other matters affecting title which do not individually as the case may be, has any right to occupy or in the aggregate materially adversely affect the value or use of possess any of the Crescent Real Property real property. (c) Except as it is presently used and (vii) matters set forth in Schedule 4.2.12(a2.11(c): (i) all work, repairs and improvements (including capital improvements) required to have been done on or prior to the Closing under the He-Ro Leases by He-Ro has been completed in accordance therewith, and He-Ro has waived any and all rights to terminate the He-Ro Leases with respect thereto; (ii) there are no rights of first refusal, options to purchase, "buy-out" rights, or currently exercisable termination rights by either party to each of the Buyer Disclosure Schedule. "Crescent He-Ro Leases other than as set forth in such Leases" means , and there are no other termination rights which have been exercised; (iii) all rent and other amounts (including contingent rent, utilities, taxes and any other escalations) payable by He-Ro under the real property leasesHe-Ro Leases have been paid to the date hereof, subleases, licenses and use or occupancy agreements pursuant shall be paid to which Crescent or any the date of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real PropertyClosing.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics'4(I)(l)(i) of the Disclosure Schedule lists and describes briefly all real property that the Target owns. If § 4(I)(l)(i) of the Disclosure Schedule identifies anything other than “NONE”, carriers'then with respect to each such parcel of owned real property: (A) the identified owner has good and marketable title to the parcel of real property, workers'free and clear of any Security Interest, repairers'easement, materialmen'scovenant, warehousemen's or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title restrictions which do not individually impair the current use, occupancy, or in value, or the aggregate materially adversely affect marketability of title, of the value or use property subject thereto; (B) there are no pending or, to the Knowledge of any of the Crescent Real Property as it is presently used Sellers and the directors and officers (vii) matters set forth in Schedule 4.2.12(aand employees with responsibility for real estate matters) of the Buyer Disclosure Schedule. Target, threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting materially and adversely the current use, occupancy, or value thereof; (C) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "Crescent Leasespermitted non-conforming use" means or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the real land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (D) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (E) there are no leases, subleases, licenses and licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant of any portion of the parcel of real property; (F) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (G) there are no parties (other than the Target) in possession of the parcel of real property, other than tenants under any leases disclosed in §4(l)(i) of the Disclosure Schedule who are in possession of space to which Crescent or any they are entitled; (H) all facilities located on the parcel of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent are supplied with utilities and its Subsidiaries other services necessary for the conduct ofoperation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property; and (I) each parcel of real property abuts on and has direct vehicular access to a public road, or otherwise material tohas access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) 4(I)(l)(ii) of the Disclosure Schedule lists and describes briefly all real property leased or subleased to the Target. The Target has provided access to the Buyer of correct and complete copies of the leases and subleases listed in §4(I)(l)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in §4(I)(l)(ii) of the Disclosure Schedule: (A) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (B) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) no party to the lease or sublease has repudiated any provision thereof; (E) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (F) with respect to each sublease, the business representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease; (G) the Target has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (H) all facilities leased or subleased thereunder have received all approvals of Crescent governmental authorities (including licenses and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property permits) required in connection with the operation thereof and Crescent Leased Real Propertyhave been operated and maintained in accordance with applicable laws, rules, and regulations; (I) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (J) the owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto.

Real Property. (a) For purposes All of this Agreementthe Company's and its Subsidiaries' material Real Property is described on Schedule 4.16(a). The Company and its Subsidiaries own or have the right to occupy and use all the Real Property, whether owned or leased by the Company and its Subsidiaries. (b) The Company and its Subsidiaries have good title to all the owned Real Property and to all buildings, structures and other improvements thereon and all fixtures thereto subject only to Liens which, individually or taken as a whole, do not materially interfere with the current use, occupancy or operation of the particular assets or properties, subject to such Liens, or to the matters described with respect to each parcel of Real Property on Schedule 4.16(b) (collectively, the "Crescent Permitted Liens" means Encumbrances"). (c) The Company and its Subsidiaries have sufficient right, title and interest in and to agreements which relate to or provide leases, easements, rights of way, licenses, management agreements, operating agreements and other non-ownership interests to use the Real Property in the manner in which it has been used in the past (collectively, the "Realty Use Rights"). The Realty Use Rights are valid and in full force and effect in accordance with their terms. There is not under any Realty Use Right (i) mechanics'any default (or, carriers'to the knowledge of the Company, workers'any claimed default) by the Company or its Subsidiaries, repairers'or any event of default or event which with notice or lapse of time, materialmen'sor both, warehousemen's and other similar Liens arising would constitute a default by the Company or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faithits Subsidiaries which remains uncured, or (ii) Liens arising or resulting from any action taken by to the knowledge of the Company, any existing default by any other party to any Realty Use Right, or any event of default or event which with notice or lapse of time, or both, would constitute a default by any other party to any Realty Use Right. (iiid) matters that would be disclosed by an accurate survey or inspection The Company and its Subsidiaries are lawfully in possession of all leased Real Property; and are presently occupying the entirety of each parcel of the Crescent leased Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters purposes set forth in Schedule 4.2.12(aeach lease agreement with respect thereto. (e) All of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and Real Property is free from any material use or occupancy agreements pursuant restrictions which would prevent the Company from using or operating in accordance with past practice, except those imposed by applicable zoning laws, ordinances and regulations, and from all special taxes or assessments. No assessment for public improvement or otherwise which is due and remains unpaid has been made against the Real Property and the Company is not aware of any currently proposed or pending assessment for public improvements or otherwise. No options have been granted to which Crescent others to purchase, lease or otherwise acquire any of its Subsidiaries is interest in the lessee, sublessee, licensee, user or occupant of Crescent Real Property. (f) To the Company's knowledge, or interests therein. "Crescent Leased the present use of and enjoyment of material buildings, structures and improvements on the Real Property" means Property are in conformity with all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent applicable laws, rules, regulations and ordinances. (g) The Company and its Subsidiaries necessary for have not received any notice that the conduct of, or otherwise material to, the business owner of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned any leased Real Property and Crescent Leased Real Propertyhas made any assignment, pledge or hypothecation of the lease agreement with respect thereto or the rents or use fees due thereunder.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics'The Company or a Subsidiary thereof has good, carriers'marketable and insurable fee simple title or leasehold title (as applicable) to each of the Properties, workers'in each case, repairers'free and clear of all Liens, materialmen'sexcept such as do not, warehousemen's and other similar Liens arising individually or incurred in the ordinary course aggregate, materially affect the value of business for sums such Property and do not yet due materially interfere with the use made and payable and proposed to be made of such Liens as are being contested Property by Crescent in good faith, the Company or its Subsidiaries; (ii) Liens arising or resulting from neither the Company nor any action taken by of its Subsidiaries owns any real property other than the Properties; (iii) each of the Properties is supplied with utilities and other services sufficient for their continued operation as they are now being operated, and are, to the Knowledge of the Company, (iii) matters that would in working order sufficient for their normal operation in the manner currently being operated and without any material structural defects other than as may be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) in any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or physical condition reports which that have been made available to the Purchaser prior to the date hereof; (iv) to the Knowledge of the Company, each of the Properties has sufficient access to and from publicly dedicated streets for its current use and operation, without any constraints that materially interfere with the normal use, occupancy and operation thereof; (v) each of the ground leases and subleases of real property, if any, material to the business of the Company and its Subsidiaries, and under which the Company and its Subsidiaries hold properties described in the SEC Documents, is in full force and effect, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property by the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries has any notice of any material claim of any sort that has been asserted by any ground lessor or sublessor under a ground lease or sublease threatening the rights of the Company or its Subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (vi) all Liens on any of the Properties and the assets of the Company or its Subsidiaries that are required to be disclosed in the SEC Documents are disclosed therein; (vii) there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other covenantsrights to purchase or otherwise acquire any Property or any portion thereof that would materially affect the Company’s, conditionsor any Subsidiary’s, restrictionsownership, reservationsground lease or right to use a Property subject to a lease; (viii) each of the Properties complies with all applicable codes, rightslaws and regulations (including, non-monetary Lienswithout limitation, easementsbuilding and zoning codes, encumbranceslaws and regulations and laws relating to access to the Properties), encroachments and other matters affecting title which do not except for such failures to comply that would not, individually or in the aggregate aggregate, reasonably be expected to have a Company Material Adverse Effect; and (ix) the Company does not have Knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that would materially adversely affect the use or value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real PropertyProperties.

Real Property. (a) For purposes With respect to all of this Agreement, "Crescent Permitted Liens" means the real property owned by the Company or its Subsidiaries (the “Owned Real Property”) (i) mechanics'the Company or one of its Subsidiaries, carriers'as applicable, workers'has good, repairers'marketable and insurable title to the Owned Real Property, materialmen'sfree and clear of any Encumbrance, warehousemen's and (ii) no other Person has any ownership right in any Owned Real Property or the right to use or occupy any portion of the Owned Real Property and (iii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion thereof or interest therein, in each case except as would not be reasonably expected to, individually or in the aggregate, have a Material Adverse Effect. (b) Except as would not be reasonably expected to, individually or in the aggregate, have a Material Adverse Effect, (i) the material improvements on each parcel of Owned Real Property have legal and valid access to public streets and such sewer, water, gas, electric, telephone and other similar Liens arising or incurred utilities as are necessary to allow the business of the Company and each of the Subsidiaries operated thereon to be operated in all material respects in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection major structural elements of the Crescent improvements comprising the Owned Real Property Property, including mechanical, electrical, heating, ventilation, air conditioning or plumbing systems, telecommunications, sanitary and storm sewage lines and systems, elevators or parking elements, are in sufficiently good condition (as defined hereafterexcept for ordinary wear and tear) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to allow the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or business to be operated in all material respects in the aggregate materially adversely affect the value or use ordinary course of any of the Crescent Real Property as it is presently used and business. (viic) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means With respect to the real property leasesleased or subleased to the Company or its Subsidiaries (the “Leased Real Property”), subleasesand together with the Owned Real property, licenses the “Real Property”), the lease, sublease or other agreement for such property is valid, legally binding, enforceable and use or occupancy agreements pursuant to which Crescent in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or other agreement, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the lesseeCompany or its Subsidiaries or permit termination, sublessee, licensee, user modification or occupant of Crescent Real Propertyacceleration by any third party thereunder, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means prevent or materially delay the real property owned in fee by Crescent consummation of the Transactions, and its Subsidiaries no consent of any party is necessary for the conduct oflessee to legally occupy each Leased Real Property from and after the Closing except in each case, for such invalidity, failure to be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations or otherwise material torepudiations that would not, individually or in the business aggregate, reasonably be expected to have a Material Adverse Effect. The Company has provided to Parent true and complete summaries of Crescent all leases, subleases or other agreements effecting the Leased Real Property and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent has provided true and complete copies of the leases set forth on Section 6.1.12(c) of the Company Disclosure Schedule. (d) Section 6.1.12(d) of the Company Disclosure Schedule contains a true and complete list of all Owned Real Property and Crescent sets forth (i) a description of the principal functions conducted at each parcel of Owned Real Property and (ii) a correct street address and such other information as is reasonably necessary to identify each parcel of Owned Real Property. Section 6.1.12(d) of the Company Disclosure Schedule contains a true and complete list of all Leased Real PropertyProperty by address. (e) The Real Property constitutes all of the real property owned, leased or occupied in connection with the business operated by the Company. To the Knowledge of the Company, there is no pending or threatened condemnation proceeding affecting any Real Property that would prevent or materially delay the consummation of the Transactions.

Real Property. (a) For purposes of this AgreementExcept as disclosed on Schedule 4.7 attached hereto, "Crescent Permitted Liens" means with respect to ------------ the Owned Real Property, (i) mechanics'the Company holding title thereto has, carriers'and Seller will have on the Closing Date, workers'good and indefeasible title, repairers'insurable by a responsible title insurance company at regular rates, materialmen'sfree and clear of any material Lien, warehousemen's and other similar Liens arising or incurred in the ordinary course of business except for sums not yet due and payable and such Liens as are being contested by Crescent in good faithPermitted Liens, (ii) Liens arising there are no leases, subleases, licenses, concessions, or resulting from other agreements granting to any action taken by Person the Company, right of use or occupancy of any portion thereof; and (iii) matters that would be disclosed by an accurate survey there are no outstanding options or inspection rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. (b) Schedule 1.2(d) hereto sets forth all of the Crescent real property leased or --------------- subleased by the Companies of any of them (the "Leased Real Property"). The -------------------- Companies have delivered to Buyer true, correct, and complete copies of each of the leases for the Leased Real Property (as defined hereafterthe "Leases"), including, without ------ limitation, all amendments or modifications thereto. With respect to each of the Leases (i) neither the Companies nor, to the best of the Companies' knowledge, any third party, is in material breach or default under such Lease, no event has occurred (ivincluding the consummation of the transactions contemplated hereby) Liens which, with the lapse of time or the giving of notice, or otherwise would constitute such a material breach or default by any of the Companies. (c) The Owned Real Property and the Leased Real Property (collectively, the "Premises") constitutes all of the real property owned, leased, occupied or -------- otherwise utilized by the Companies or any of them or in connection with the Business. (i) The Premises are in compliance with all applicable federal, state and local laws and regulations (including, but not limited to, those relating to environmental protection, conservation and occupational safety and health) and with all applicable land use requirements, zoning ordinances and building codes; (ii) There are no pending or, to the Companies' knowledge, threatened legal proceedings against or claiming an interest in the Premises; (iii) Except for current Taxes which are not yet due or payablewhich are payable without penalty, there are no public assessments or similar charges on the Premises; (iv) There are no pending, or, to the Companies' knowledge threatened, eminent domain proceedings to acquire the Premises or any portion thereof or any interest therein (v) To the knowledge of the Companies there are no plans or studies to alter any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments street or reports which have been made available highway contiguous to the CompanyPremises or to remove, eliminate or modify any railroad spur line to the Premises or access rights to same; (vi) any other covenantsThe Companies have all water supply, conditionssewage services, restrictionsstorm drainage, reservationselectrical supply, rights, non-monetary Liens, easements, encumbrances, encroachments natural gas and other matters affecting title which do not individually or in utilities necessary for the aggregate materially adversely affect the value or use of any operation of the Crescent Real Property Premises as it is presently used operated prior to the Closing Date, and such utility services have not been interrupted (other than as a result of weather or other natural causes) during the one-year period prior to the Closing Date; (vii) matters set forth in Schedule 4.2.12(a) All permits and licenses necessary for the construction of the Buyer Disclosure Schedule. "Crescent Leases" means present improvements at the real property Premises and for the present operation, use and occupancy thereof by the Companies have been obtained and are in effect, except those which the failure to obtain has had or will have a Material Adverse Effect; (viii) There are no binding agreements of the Companies or any of them with any governmental agency or private Person which has had or will have a Material Adverse Effect or materially restricting the use of the Premises; (ix) There are no leases, subleases, licenses occupancies or tenancies in effect pertaining to the Owned Real Property; (x) The Companies have all necessary rights of way and use or occupancy agreements rights of ingress and egress to and from the Premises to conduct the Business as conducted prior to the Closing Date, pursuant to valid and enforceable agreements; (xi) No work for municipal improvements has been commenced on or in connection with the Premises, or, to the knowledge of the Companies, on any street adjacent thereto and which Crescent will adversely affect access to the Premises; no assessment for public improvements has been made against the Premises which remains unpaid; and no notice from any county, township or other governmental body has been served upon the Premises or received by the Companies or any of its Subsidiaries is the lesseethem requiring any work, sublesseerepair, licenseeconstruction, user or occupant of Crescent Real Propertyalteration, or interests therein. "Crescent Leased Real Property" means all interests installation on or in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means connection with the real property owned in fee by Crescent and its Subsidiaries necessary for Premises which has not been complied with; and (xii) To the conduct ofknowledge of the Companies, no part of the Premises contains, is located within, or otherwise material toabuts any flood plain, the business navigable water or other body of Crescent and its Subsidiaries as it water, tide land, wet land, ▇▇▇▇▇ land or any other area which is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertysubject to special state, federal or municipal regulation, controls or protection.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means The Company does not own any interest (iother than a leasehold interest) mechanics', carriers', workers', repairers', materialmen's, warehousemen's in any real property. (b) Schedule 2.12 lists and other similar Liens arising or incurred describes in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent reasonable detail all Leased Real Property (as defined hereafterbelow) and the associated leases and related documents (the “Leases”), including addresses. The Company has a valid and subsisting leasehold or subleasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property. (c) The Leased Real Property comprises all of the real property and interests in real property used in, or otherwise related to, the Business as presently conducted. There are no outstanding options or rights of first refusal to purchase all or any portion of the Leased Real Property or interests therein granted by or to the Company nor is the Leased Real Property subject to any agreement to which the Seller Parties nor the Company is a party (other than the Leases) with respect to future ownership, use, occupancy, operation or development. Neither the Seller Parties nor the Company is a party to any Contract with any Governmental Authority relating to the provision of financial aid from such Governmental Authority to the Company that requires the Company to make minimum investments in, or create or maintain a minimum number of jobs at, any of the facilities or Improvements (as defined in Section 2.12(d)) located on the Leased Real Property. (d) To the Seller Parties’ knowledge, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roofs, foundations, load-bearing walls, and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing, and other building systems, environmental control, remediation, and abatement systems, sewer, storm, and waste water systems, irrigation, and other water distribution systems, parking facilities, fire protection, security, and surveillance systems, and telecommunications, computer, wiring, and cable installations included in the Leased Real Property (the “Improvements”), are in good condition and repair and sufficient for the operation of the Business as presently conducted. (e) There are no condemnation, eminent domain, or other Legal Proceedings pending or, to the Seller Parties’ knowledge, threatened against the Leased Real Property or against the interest of the Company in all or any part of the Leased Real Property. (f) Each parcel of Leased Real Property has direct vehicular and pedestrian access to a public right of way adjoining the Leased Real Property, or has vehicular and pedestrian access to a public right of way via an easement or other Contract benefitting such parcel of Leased Real Property, and such access is not dependent on any land or other real property interest that is not included in the Leased Real Property. None of the Improvements used in the operation of the Business as presently conducted is dependent for its access, use or operation on any land, Improvement or other real property interest that is not included in the Leased Real Property. (g) To the Seller Parties’ knowledge, all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems, and other utility services or systems for the Leased Real Property have been installed and are operational and sufficient for the operation of the Business as presently conducted, and each such utility service enters the Leased Real Property from an adjoining public street or valid easement in favor of the supplier of such utility service or appurtenant to such Leased Real Property, and is not dependent for its access, use, or operation on any land, Improvement, or other real property interest that is not included in the Leased Real Property. (h) Other than as set out in Schedule 2.12(h), there are no leases, subleases, licenses, concessions, or other Contracts, granting to any Person other than the Company the right of use or occupancy of any portion of the Leased Real Property, and there are no parties, other than the Company, in possession of the Leased Real Property. (i) None of the Seller Parties has received notice of any special assessment relating to any Leased Real Property or any portion thereof and, to the Seller Parties’ knowledge, no such special assessment is pending or, to the Seller Parties’ knowledge, threatened. (j) With respect to the Leased Real Property, (i) true, correct, and complete copies of the Leases have been provided or made available to Buyer, (ii) the Company has not assigned, sublet, transferred, mortgaged, deeded in trust, or encumbered or conveyed any interest in any Leased Real Property; (iii) there is no Legal Proceeding pending against the Company, or to the Seller Parties’ knowledge threatened, against the Company or any other Person that would reasonably be expected to interfere with the quiet enjoyment of the Leased Real Property after the Effective Time, and (iv) Liens for current Taxes not yet due or payablethere is no pending dispute with the landlord of the Leased Real Property, (v) and none of the Seller Parties has received any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use notice alleging breach of any of the Crescent Real Property as it is presently used covenants and (vii) matters set forth in Schedule 4.2.12(a) or other obligations on the part of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real PropertyCompany.

Real Property. (a) For purposes No Group Company owns any real property. (b) Schedule 2.19(b) attached hereto contains a complete list of this Agreement, "Crescent Permitted Liens" means all real property leased or subleased by each Group Company (the “Leased Real Property”). Such Group Company has a valid leasehold interest in such Leased Real Property. Each Group Company has previously delivered to Buyer complete and accurate copies of each of the leases for the Leased Real Property (the “Leases”). With respect to each Lease: (i) mechanics'the Lease is legal, carriers'valid, workers'binding, repairers'enforceable and in full force and effect; (ii) neither any Group Company, materialmen'snor any other party to the Lease is in breach or default and no event has occurred which, warehousemen's with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iii) no party to the Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the Lease; (v) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; and (vi) no Group Company have assigned, transferred, conveyed, mortgaged or encumbered any interest in the Lease. (c) With respect to the Leased Real Property: (i) the current use of such property and the operation of the Group Company’s business does not violate any instrument of record or Contract affecting such property or any applicable Legal Requirements (without any fines or monetary Liabilities attached); (ii) all buildings, structures and other similar Liens arising or incurred improvements located on such property, including all components thereof, are structurally sound, in good operating condition and repair, subject only to the provision of usual and customary maintenance provided in the ordinary course of business for sums not yet due with respect to buildings, structures and payable improvements of like age and construction and all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving such Liens property are sufficient to enable the continued operation of such property as are being contested by Crescent it is now operated in good faith, (ii) Liens arising or resulting from any action taken by connection with the conduct of the Group Company, ; (iii) matters that would be disclosed by an accurate survey or inspection of except for the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payableLeases, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which there are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property no leases, subleases, licenses and licenses, concessions or other Contracts, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant to which Crescent or of any portion of its Subsidiaries is the lessee, sublessee, licensee, user or occupant parcel of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests such property except in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means favor of the real property owned Group Company; and (iv) there are no parties in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business possession of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertysuch property.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics'4(II)(l)(i) of the Disclosure Schedule lists and describes briefly all real property that the Buyer owns. If § 4(II)(l)(i) of the Disclosure Schedule identifies anything other than “NONE”, carriers'then with respect to each such parcel of owned real property: (A) the identified owner has good and marketable title to the parcel of real property, workers'free and clear of any Security Interest, repairers'easement, materialmen'scovenant, warehousemen's or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other similar Liens arising restrictions which do not impair the current use, occupancy, or incurred in value, or the ordinary course marketability of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faithtitle, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property property subject thereto; (as defined hereafterB) there are no pending or, to the Knowledge of the Buyer or its directors or officers (iv) Liens or employees with responsibility for current Taxes not yet due real estate matters of the Buyer), threatened condemnation proceedings, lawsuits, or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and administrative actions relating to the property or other matters affecting title materially and adversely the current use, occupancy, or value thereof; (C) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which are shown as exceptions on Crescent's title insurance policies and/or title commitments may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or reports subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (D) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been made available to the Companyoperated and maintained in accordance with applicable laws, rules, and regulations; (viE) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property there are no leases, subleases, licenses and licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant of any portion of the parcel of real property; (F) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (G) there are no parties (other than the Buyer) in possession of the parcel of real property, other than tenants under any leases disclosed in §4(II)(l)(i) of the Disclosure Schedule who are in possession of space to which Crescent or any they are entitled; (H) all facilities located on the parcel of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent are supplied with utilities and its Subsidiaries other services necessary for the conduct ofoperation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property; and (I) each parcel of real property abuts on and has direct vehicular access to a public road, or otherwise material tohas access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) 4(II)(l)(ii) of the Disclosure Schedule lists and describes briefly all real property leased or subleased to the Buyer. The Buyer has provided access to the Target and the Sellers of correct and complete copies of the leases and subleases listed in §4(II)(l)(ii) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in §4(II)(l)(ii) of the Disclosure Schedule: (A) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (B) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) no party to the lease or sublease has repudiated any provision thereof; (E) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (F) with respect to each sublease, the business representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease; (G) the Buyer has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (H) all facilities leased or subleased thereunder have received all approvals of Crescent governmental authorities (including licenses and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property permits) required in connection with the operation thereof and Crescent Leased Real Propertyhave been operated and maintained in accordance with applicable laws, rules, and regulations; (I) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (J) the owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto.

Real Property. Schedule 2.32 lists all real property owned or leased by each WFI Entity. Each WFI Entity has unencumbered title to its owned real properties (collectively, the "Owned Real Properties") and unencumbered leasehold title to its leased real properties (the "Leased Real Properties," together with the Owned Real Properties, the "Real Properties"), in each case, free and clear of all imperfections of title and all Encumbrances, except for (a) For purposes those consisting of this Agreementzoning or planning restrictions, "Crescent Permitted Liens" means easements, permits and other restrictions or limitations on the use of such property or irregularities in title thereto which, individually and in the aggregate, do not materially impair the use of such property, (ib) warehousemen's, mechanics', carriers', workerslandlords', repairers', materialmen's, warehousemenrepairmen's and or other similar Liens Encumbrances arising or incurred in the ordinary course of business for sums and securing obligations not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (vc) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments other Encumbrances which individually and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to in the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which aggregate do not individually materially impair its use of such property or its ability to obtain financing by using such assets as collateral, and (d) Encumbrances listed on Schedule 2.32. To the knowledge of the Corporation, there are no intended public improvements which will result in any material charge being levied against, or in the aggregate materially adversely affect creation of any Encumbrances upon, the value Real Properties or use any portion thereof. There are no options, rights of first refusal, rights of first offer or other similar rights with respect to any of the Crescent Real Property as it Properties that is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant material to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries the WFI Entities as it is currently conducted or proposed to be conducted. "Crescent With respect to each lease of Real Property" means Crescent Owned Property to which any WFI Entity is a party, so long as the applicable WFI Entity performs all of its obligations under such lease for Real Property within applicable notice and grace periods, (a) the rights of such WFI Entity under such lease shall not be terminated and (b) such WFI Entity's possession of such Real Property and Crescent the use and enjoyment thereof shall not be disturbed by any landlord, overlandlord, mortgagee or other superior party. No WFI Entity is obligated to purchase any Leased Real PropertyProperty and no Leased Real Property is required to be accounted for under GAAP as a capitalized lease. No WFI Entity is a real property holding company.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens Except as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) Part II of Appendix C, none of the Buyer Disclosure ScheduleProject Company, the General Partner or any of their respective Subsidiaries owns any real property. "Crescent Leases" means To the real property leasesKnowledge of Seller, subleases, licenses and use no Governmental Authority has commenced the exercise of any eminent domain or occupancy agreements pursuant similar power with respect to which Crescent any Project Company Real Property owned by the Project Company or any of its Subsidiaries, and there are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings that affect any such Project Company Real Property. (b) The Project Company, the General Partner and their respective Subsidiaries is have good and marketable title to or, subject to the lesseeterms and conditions of the Material Leases, sublessee, licensee, user or occupant of Crescent the right to use all Project Company Real Property, free and clear of all Liens other than Permitted Liens. With respect to the Project Company Real Property it leases or interests therein. "Crescent Leased Real Property" means all interests in real property on which it was granted servitudes or superficies pursuant to Crescent the Material Leases, the Project Company, the General Partner or their respective Subsidiaries, as applicable, have peaceful and undisturbed nonexclusive possession under all Material Leases, servitudes or superficies under which they are leasing or occupying property in accordance with the terms and conditions of the relevant Material Leases, servitude or superficies and subject to the Permitted Liens. "Crescent Owned All rents and other payments under the Material Leases have been paid in full to the extent due. (c) The Project Company Real Property" means Property is sufficient to provide the real property owned in fee by Crescent Project Company, the General Partner and its their respective Subsidiaries with continuous, uninterrupted and, together with public roads, contiguous access to the Wind Project sufficient for the operation and maintenance of the Wind Project as currently conducted. All utility services necessary for the conduct of, construction and operation of the Wind Project for its intended purposes are available or otherwise material to, the business of Crescent are reasonably expected to be so available as and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertywhen required upon commercially reasonable terms.

Real Property. (a) For purposes of this AgreementExcept as would not, "Crescent Permitted Liens" means individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) mechanics'the applicable Group Company has good and marketable title, carriers'and validly granted long term land use rights and building ownership rights, workers'to the real property owned by any Group Company (the “Owned Real Property”), repairers'free and clear of any Lien, materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faiththan Permitted Property Liens, (ii) Liens arising there are no outstanding options or resulting from rights of first refusal to purchase the Owned Real Property, or any action taken by portion of the CompanyOwned Real Property or interest therein, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent land use rights relating to the Owned Real Property have been duly obtained from a competent Governmental Authority in accordance with applicable Law and all amounts (as defined hereafterincluding, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and on time, (iv) Liens for current Taxes not yet due or payablethe applicable Group Company has duly complied with the terms and conditions of, and all of its obligations under, the relevant land use rights grant contract, as applicable, and real property purchase contract in relation to any Owned Real Property and (v) none of the Group Companies has leased or otherwise granted to any covenantsPerson the right to use or occupy such Owned Real Property or any portion thereof. (b) All current leases and subleases of real property entered into by any Group Company (the “Leased Real Property”) are in full force and effect, conditionsare valid and effective in accordance with their respective terms, restrictionssubject to the Bankruptcy and Equity Exception, reservationsand there is not, rightsunder any of such leases, Liensany existing material default or event of default (or event which, easementswith notice or lapse of time, encumbrancesor both, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available would constitute a default) by such Group Company or, to the knowledge of the Company, (vi) any by the other covenantsparty to such lease or sublease, conditionsexcept in each case, restrictionsas would not reasonably be expected to have, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value aggregate, a Company Material Adverse Effect. The applicable Group Company has good and valid leasehold or use sublease-hold interests in each parcel of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Leased Real Property, free and clear of any Liens other than Permitted Encumbrances, except as would not reasonably be expected to have, individually or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct ofaggregate, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertya Company Material Adverse Effect.

Real Property. The Company does not own any real property. Schedule 2.16 sets forth a brief description of all real properties which are leased to or used by the Company (such premises being referred to herein as the “Property”), including all material structures located thereon (the “Structures”) and all related leases and occupancy agreements to which the Company is a party (“Leases”), copies of which are attached hereto and included as part of Schedule 2.16; and (a) For purposes of this Agreementthe Leases are in full force and effect, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and all amounts currently payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company thereunder have been paid; (b) to each Seller’s and the Company’s knowledge, all uses of Property by the Company conform, in all material respects, to all applicable building, fire and zoning ordinances, laws, codes and regulations (iiiincluding, without limitation, the Americans’ with Disabilities Act) matters that would be disclosed by an accurate survey or inspection and, to all terms of any applicable Leases; (c) except as otherwise described in Schedule 2.16, to each Seller’s and the Company’s knowledge all of the Crescent Real Property and Structures are in usable and operating condition without the necessity of any major repairs, and can currently be used for their intended purposes; (as defined hereafterd) the Company has not received any notice of, and has no knowledge that, any Property or Structure is or will be affected by any special assessments, condemnation, eminent domain, off-site improvements to be constructed, change in grade of public streets or similar proceedings; (ive) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and no person other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to than the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or Company is in the aggregate materially adversely affect the value or use possession of any of the Crescent Real Property; (f) there exists dedicated access to all of the Property as it is presently used and Structures sufficient for the Company’s present use; and (viig) matters set forth in Schedule 4.2.12(a) to each Seller’s and the Company’s knowledge, the heating, cooling, electrical, plumbing systems and machinery at all of the Buyer Disclosure ScheduleProperty and Structures are in good working condition. "Crescent Leases" means Notwithstanding the real property leasespreceding, subleasesPurchaser, licenses by executing this Agreement understands and use or occupancy agreements pursuant to acknowledges that the Company is only one tenant in each of the Structures which Crescent or are multi-tenant buildings occupied by other tenants, and consequently, neither the Company nor any of its Subsidiaries is the lesseeSellers has any material knowledge about the other parts of the Structures occupied by other tenants and neither the Company nor any of the Sellers receives any notices that are sent to the owners of the Structures and thus cannot make, sublesseeand do not make, licensee, user any representations pertaining to the foregoing matters in so far as they relate to that part of the Structures not occupied by the Company or occupant the common areas of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertysuch Structures.

Real Property. (a) For purposes Schedule 3.14(a) sets forth a correct and complete list of this Agreement, "Crescent Permitted Liens" means all real property that is (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising owned by the Purchased Companies (the “Owned Real Property”) or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising leased, subleased or resulting from any action taken otherwise occupied by the CompanyPurchased Companies (the “Leased Real Property”), (iii) matters that would be disclosed by an accurate survey or inspection in each case as of the Crescent date hereof. One or more of the Sellers has, or has caused to be, made available to Buyer correct and complete copies of each of the leases corresponding to the Leased Real Property (the “Leases”) and any documents or instruments affecting in any material respect the rights or obligations thereunder of any of the parties thereto. Neither the Sellers nor the Purchased Companies is in default in any material respect under any such Leases or related documents or instruments (with or without the giving of notice, the lapse of time or both) and, to the Sellers’ Knowledge, no other party to the Leases is in default thereunder or under any related documents or instruments. The Owned Real Property and the Leased Real Property are the only real property used or maintained that are material to the conduct of the business of the Purchased Companies. (b) Except as defined hereafterset forth in Schedule 3.14(b), the Owned Real Property and Leased Property are not subject to any material lease (other than the Leases), sublease, license or sublicense. (c) (ivi) Liens for current Taxes The ownership, occupancy, use and operation of the Owned Real Property and the Leased Real Property complies with all applicable Law and Governmental Authorizations and does not yet due violate any instrument of record or payableagreement affecting such property, and (ii) to the Sellers’ Knowledge, the improvements constructed on all facilities located on the Owned Real Property and the Leased Real Property, including all improvements owned or leased by the Purchased Companies at such facilities, are (1) free of any structural defects, (v2) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments sufficient for the operation of the businesses of the Purchased Companies as presently conducted (3) in conformity with all applicable Laws and other matters affecting title which are shown as exceptions requirements (including easements and similar restrictions) relating thereto currently in effect and (4) located entirely upon the Owned Real Property or the Leased Real Property and do not encroach on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenantsreal property, conditionsexcept, restrictionsin respect of each of the foregoing (i) and (ii), reservationsfor failures to comply or violations that are not, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property aggregate, reasonably expected to result in a Material Adverse Effect. (d) Except as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of 3.14(d), there are no pending or, to the Buyer Disclosure Schedule. "Crescent Leases" means Sellers’ Knowledge, threatened, appropriation, condemnation, eminent domain or like proceedings relating to the real property leases, subleases, licenses and use Owned Real Property or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Leased Real Property, except for any appropriation, condemnation, eminent domain or interests therein. "Crescent Leased Real Property" means all interests like proceedings that, individually or in real property pursuant the aggregate, would not, individually or in the aggregate, reasonably expected to Crescent Leases. "Crescent Owned Real Property" means the real property owned result in fee by Crescent and its Subsidiaries necessary for the conduct ofa Material Adverse Effect. (e) To Sellers’ Knowledge, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent each Owned Real Property and Crescent Leased Real Property has direct legal access to a public right-of-way and the applicable Purchased Company otherwise has such rights of entry and exit to and from the Owned Real Property and the Leased Real Property as are reasonably necessary to carry on the business of the Purchased Companies. (f) To Sellers’ Knowledge, the Owned Real Property and the Leased Real Property are serviced (including water, storm and sanitary sewer and electrical service) to a level sufficient to permit the operation of the business of the Purchased Companies as currently conducted. (g) The Purchased Companies have good, valid and marketable fee title to the Owned Real Property and good valid leasehold interests in the Leased Real Property, free and clear of all Liens, other than Permitted Liens. (h) To Sellers’ Knowledge, there are no outstanding defaults (or events which would constitute a default with the passage of time or giving of notice or both) under the Permitted Liens affecting the Owned Real Property and the Leased Real Property on the part of any Purchased Company or on the part of any other party to such Permitted Liens.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics'With respect to the real property owned by the Company or its Subsidiaries, carriers'including, workers'without limitation, repairers'all material improvements and fixtures located thereon and all material easements, materialmen's, warehousemen's rights-of-way and other similar Liens arising appurtenances relating thereto (the “Owned Real Property”), the Company or incurred one of its Subsidiaries, as applicable, has good and marketable fee simple title to the Owned Real Property, free and clear of any Lien (other than Permitted Liens). A true and complete list of all Owned Real Property is set forth in Section 3.1(r)(i) of the ordinary course Company Disclosure Letter. With respect to each Owned Real Property: (A) there are no pending or, to the Knowledge of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, threatened condemnation or expropriation proceedings (iiior negotiations regarding transfers in lieu thereof) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available relating to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Owned Real Property as it is presently used or any material portion thereof, or other proceedings affecting materially and adversely the current use or occupancy thereof, or, with respect to the Owned Real Property in Elk Grove, Illinois and ▇▇▇▇▇▇▇▇, Germany, the value thereof; (viiB) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property there are no leases, subleases, licenses and licenses, concessions or other agreements, written or oral, granting to any party or parties (other than the Company’s Subsidiaries) the right of use or occupancy agreements pursuant of any material portion of the Owned Real Property; and (C) there are no outstanding options or rights of first refusal to which Crescent purchase the Owned Real Property or any portion thereof or interest therein. (ii) With respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), the lease, sublease or license (collectively, a “Lease” or the “Leases”) for such property is legal, valid, binding and enforceable on the Company or its Subsidiaries, as applicable, and to the Knowledge of the Company, each other party thereto, and in full force and effect, subject in each case to the Bankruptcy and Equity Exception, and none of the Company or any of its Subsidiaries is in breach of or default under such Lease, and no event has occurred which, with notice, lapse of time or both, would constitute a breach of or default by any of the lesseeCompany or its Subsidiaries under such Lease, sublesseewhere such breach or default would reasonably be expected to result in the termination, licenseemodification or acceleration by any lessor thereunder or obligate the Company or any of its Subsidiaries to pay the lessor thereunder an amount in excess of $100,000. A true and complete list of all Leases and Leased Real Property is set forth on Section 3.1(r)(ii) of the Company Disclosure Letter. With respect to each of the Leased Real Properties and Leases, user respectively: (A) to the Knowledge of the Company, there are no pending or occupant threatened condemnation or expropriation proceedings (or negotiations regarding transfers in lieu thereof) relating to any of Crescent the Leased Real Property, the Improvements (as defined below) or interests therein. "Crescent any material portion thereof, or other proceedings affecting materially and adversely the current use, occupancy or value to the Company thereof; (B) the Company’s or its Subsidiary’s possession and quiet enjoyment of any such Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means Property has not been disturbed; (C) neither the real property owned in fee by Crescent and Company nor any of its Subsidiaries necessary for owes any brokerage commissions or finder’s fees with respect to such Lease; (D) neither the conduct ofCompany nor any of its Subsidiaries has subleased, licensed or otherwise material to, granted any other party the business right to use or occupy such Leased Real Property or any portion thereof; (E) neither the Company nor any of Crescent and its Subsidiaries as it is currently conducted. "Crescent has collaterally assigned or granted any security interest in such Lease or any interest therein; and (F) to the Knowledge of the Company, there are no Liens on the leasehold that materially and adversely affect the current operation of the Company’s or its Subsidiaries’ businesses thereon. (iii) The Real Property" means Crescent Property constitutes all Owned Real Property and Crescent Leased Real Property occupied or owned in the operation of the Company’s and its Subsidiaries’ businesses and all such Real Property is sufficient in all material aspects for the operations conducted thereat. (iv) All buildings, structures, fixtures and improvements included within the Owned Real Property and the Leased Real Property (the “Improvements”) are in reasonable operating condition and repair, subject to ordinary wear and tear, and are adequate for the purposes for which they are presently being used or held for use, and to the Knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, individually or in the aggregate, would reasonably be expected to materially interfere with the current use, occupancy or operation thereof as currently utilized. To the Knowledge of the Company, there do not exist any facts or circumstances that could reasonably be expected to materially prevent, impair or interfere with the Company’s or its Subsidiaries’ use and occupancy of material portions of the Owned Real Property, the Leased Real Property and the Improvements for their businesses, as currently conducted. The Company’s and its Subsidiaries’ means of access to the Owned Real Property and Leased Real Property is sufficient in all material respects for the operation of their respective businesses as currently conducted, and the utilities provided to the Owned Real Property and Leased Real Property are sufficient in all material respects for the operation of their respective businesses as currently conducted.

Real Property. (i) With respect to each parcel of Material Owned Real Property: (A) the Company or any of its Subsidiaries, as the case may be, has good and marketable indefeasible fee simple title, free and clear of all liens, charges, mortgages, security interests and encumbrances, except (a) For purposes of this Agreement, "Crescent Permitted Liens" means ; (ib) mechanics', carriers', workers', repairers', materialmen's, warehousemen's easements for the erection and maintenance of public utilities exclusively serving the properties; or (c) other similar Liens arising or incurred in easements and encumbrances affecting the ordinary course of business for sums properties so long as same do not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by render title to the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Material Owned Real Property unmarketable or uninsurable; (as defined hereafterB) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to neither the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of Company nor any of its Subsidiaries, as the Crescent case may be, has leased or otherwise granted to any Person the right to use or occupy such Material Owned Real Property or any portion thereof; (C) other than the right of Parent and Merger Sub pursuant to this Agreement and as it is presently used and (vii) matters set forth in Schedule 4.2.12(aSection 3.1(v)(i)(C) of the Buyer Company Disclosure Schedule. "Crescent Leases" means Letter, there are no outstanding options, rights of first offer, rights of reverter or rights of first refusal to purchase such Material Owned Real Property or any portion thereof or interest therein; and (D) neither the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein, other than, in the lesseecase of (A), sublessee(B), licensee(C) and (D) above, user for any such case where there is no current or occupant of Crescent reasonably likely material interference with the operations conducted at the Material Owned Real Property as presently conducted (or as would be conducted at full capacity). (ii) With respect to each Material Leased Real Property, the Company or interests therein. "Crescent any of its Subsidiaries, as the case may be, has delivered or made available to Parent and Merger Sub a true and complete copy of the Lease for such Material Leased Real Property" means all interests . With respect to each of the aforementioned Leases: (A) such Lease is legal, valid, binding, enforceable and in real property pursuant full force and effect; (B) the transactions contemplated by this Agreement do not require the consent of any other party to Crescent Leases. "Crescent Owned Real Property" means the real property owned such Lease, will not result in fee by Crescent and its Subsidiaries necessary for the conduct ofa breach of or default under such Lease, or otherwise material tocause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (C) there are no disputes with respect to such Lease; (D) neither the Company nor any of its Subsidiaries, as the case may be, nor, to the Knowledge of the Company or any of its Subsidiaries, as the case may be, any other party to the Lease is in breach or default under such Lease, and no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the business passage of Crescent time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (E) 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; (F) neither the Company nor any of its Subsidiaries, as the case may be, owes, nor will it owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any of its Subsidiaries Subsidiaries; (H) neither the Company nor any of its Subsidiaries, as it is currently conducted. "Crescent Real Property" means Crescent Owned the case may be, has subleased, licensed or otherwise granted any Person the right to use or occupy such Material Leased Real Property or any portion thereof; (I) neither the Company nor any of its Subsidiaries, as the case may be, has collaterally assigned or granted any other security interest in such Lease or any interest therein; and Crescent (J) there are no Liens on the estate or interest created by such Lease, other than, in the case of (A) through (J) above, for any such case where there is no current or reasonably likely material interference with the operations conducted at the Material Leased Real PropertyProperty as presently conducted (or as would be conducted at full capacity). (iii) The present use of the land, buildings, structures and improvements on the Material Real Property are, in all material respects, in conformity with all material Applicable Laws, rules, regulations and ordinances, including all material applicable zoning laws, ordinances and regulations and with all material registered deeds or other restrictions of record, and neither the Company nor any of its Subsidiaries, as the case may be, has received any written notice of violation thereof. There exists no material conflict or dispute with any regulatory authority or other Person relating to any Material Real Property or the activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Material Real Property as presently conducted (or as would be conducted at full capacity). All buildings, structures and improvements on the Material Real Property are located within the lot lines (and within the mandatory set-backs from such lot lines established by zoning ordinance or otherwise) and not over areas subject to easements or rights of way, other than where there is no current or reasonably likely material interference with the operations conducted at the Material Real Property as presently conducted (or as would be conducted at full capacity). (iv) Neither the Company nor any of its Subsidiaries, as the case may be, has received any notice from any insurance company of any material defects or inadequacies in the Material Real Property or any part thereof, which would materially and adversely affect the insurability of the same or of any termination or threatened (in writing) termination of any policy of insurance.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent The Orius Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payableSchedule sets forth the address and lists and describes briefly all land, (v) any covenantstogether with all buildings located thereon, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent owned by Orius or any of its Subsidiaries (the "Orius Owned Real Property"). With respect to each such parcel of Orius Owned Real Property and except as set forth on the Orius Real Property Schedule: (a) the identified owner has good title to the parcel of real property, free and clear of any Lien, easement, covenant, or other restriction as of the Closing Date, except Permitted Encumbrances; (b) there are no pending or, to the Knowledge of Orius, threatened condemnation, expropriation or other eminent domain proceedings, lawsuits, or administrative actions relating to the Orius Owned Real Property or other matters affecting adversely the current use, occupancy, or value thereof; (c) the legal description for the parcel contained in the deed describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the lesseeuse thereof have not been obtained; (d) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, sublesseerules and regulations; (e) there are no leases, licenseesubleases, user licenses, concessions, or occupant other agreements, written or oral, granting to any party or parties the right of Crescent use or occupancy of any portion of the parcel of Orius Owned Real Property, other than tenants under any leases disclosed in the Orius Real Property Schedule who are in possession of space of which they are entitled; (f) there are no outstanding options or rights of first refusal to purchase the parcel of Orius Owned Real Property, or interests any portion thereof or interest therein. ; (g) there are no parties (other than Orius) in possession of the parcel of Orius Owned Real Property, other than tenants under any leases disclosed in the Orius Real Property Schedule who are in possession of space of which they are entitled; (h) all facilities located on the parcel of Orius Owned Real Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of Orius Owned Real Property; and (i) each parcel of Orius Owned Real Property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) The Orius Real Property Schedule attached hereto sets forth a list of all of the leases, subleases and licenses ("Crescent Orius Leases") of real property (the "Orius Leased Real Property" means all interests "), including the address of the Orius Leased Real Property, in real property pursuant which Orius or any of its Subsidiaries has a leasehold, subleasehold or licensed interest, other than any lease which may be terminated by either party without liability to Crescent the other on less than 90 days notice or involving aggregate annual rentals of less than $50,000, not otherwise involving any material liability and the termination of which would not have a Material Adverse Effect. Orius or such Subsidiary holds a valid and existing leasehold, subleasehold or license interest under each of the Orius Leases. "Crescent With respect to each Orius Lease listed on the attached Orius Real Property Schedule, neither Orius, any of its Subsidiaries, nor, to the Knowledge of Orius, any other party to the Orius Lease is in breach or default under the Orius Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under the Orius Lease, there are no disputes, oral agreements, or forbearance programs in effect as to such Orius Lease and neither Orius nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Orius Lease. Except for the Orius Leased Real Property, and the Orius Owned Real Property" means the , there is no real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, which is leased or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyused in Orius's business.

Real Property. Schedule 5.13 lists all of the Real Property. ------------- ------------- (a) For purposes As of this Agreementthe Closing Date the Company will have good and marketable title to the parcel of Real Property located in Pine Forge, "Crescent Pennsylvania, free and clear of any Liens, except for Permitted Liens" means ; (ib) mechanics'With respect to any leased Real Property, carriers'the Company has a valid leasehold interest to such parcel of Real Property, workers'free and clear of any Liens other than Permitted Liens, repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken assuming compliance by the Company, (iii) matters that would be disclosed by an accurate survey or inspection Company with the terms of the Crescent lease, the Company has a right of quiet enjoyment of such parcel of Real Property; (c) There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings, lawsuits or administrative actions relating to the Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescentadversely the current use, occupancy, or value thereof; (d) To Seller's title insurance policies and/or title commitments or reports which have been made available belief, the legal description for the Pine Forge parcel contained in the deed transferring such parcel to the CompanyCompany will describe such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (vi) any other covenants, conditions, restrictions, reservations, rights, and none of the properties or buildings or improvements thereon are subject to "permitted non-monetary Liensconforming use" or "permitted non-conforming structure" classifications), easements, encumbrances, encroachments and other matters affecting title which do not individually or in encroach on any easement which may burden the aggregate materially adversely affect land, and the value or land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any of flood plain or subject to any similar type restriction for which any permits or licenses necessary to the Crescent Real Property use thereof have not been obtained; (e) Other than as it is presently used and (vii) matters set forth in disclosed on Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property 5.13, there are no leases, subleases, licenses and licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant of any portion of such parcel of Real Property other than the Company; (f) With respect to which Crescent the Pine Forge Real Property, there are no outstanding options or any rights of its Subsidiaries is the lessee, sublessee, licensee, user or occupant first refusal to purchase such parcel of Crescent Real Property, or interests any portion thereof or interest therein. "Crescent Leased ; (g) Other than as disclosed on Schedule 5.13, as of the Closing Date, there will not be any parties (other than the Company) in possession of the Company's Real Property" means ; (h) To Seller's belief: all interests in real property pursuant to Crescent Leases. "Crescent Owned facilities located on the Company's Real Property" means the real property owned in fee by Crescent Property are supplied with utilities and its Subsidiaries other services necessary for the conduct ofoperation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or otherwise material tovia permanent, irrevocable, appurtenant easements benefiting such parcel of real property, the business facilities are in good order and repair, and in a good, safe, substantial condition, free from material defects; all plumbing, heating, electrical and air conditioning systems and equipment and systems therein are in good order and repair and operating condition; the facilities are constructed and completed strictly in compliance with all applicable laws and accepted standards of Crescent good materials and its Subsidiaries as it workmanship, all electrical, plumbing, heating and air-conditioning and exterior drainage systems, in or on the Real Property are in good condition and working order; (i) appurtenant easement benefiting the parcel of real property, and access to the property is currently conducted. "Crescent provided by paved public right-of-way with adequate curb cuts available; (j) Seller has delivered to Buyer true and complete copies of any deed or lease for the Real Property showing the current holder of such Real Property" means Crescent Owned Real Property and Crescent Leased Real Property; and (k) The Company does not own or hold title to any of the parcels of real property located at the former corporate headquarters in North Wales, Pennsylvania.

Real Property. Schedule 1(a)(i) sets forth the address and description of each Owned Real Property. With respect to each parcel of Owned Real Property: (aA) For purposes Seller has good and marketable fee simple title, free and clear of this Agreementall liens and encumbrances, "Crescent Permitted Liens" means except for (i1) mechanics'real estate taxes, carriers', workers', repairers', materialmen's, warehousemen's assessments and other governmental levies, fees or charges imposed with respect to such Owned Real Property which are not due and payable as of the Closing Date or which are being contested in good faith and are listed in Schedule 7(e)(i); (2) mechanics liens and similar Liens arising liens for labor, materials or supplies provided with respect to such Owned Real Property incurred in the ordinary course of business for sums amounts which are not yet due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect and which, to the extent provided in Section 5(b)(i), will be satisfied in full or bonded against on the Closing Date; (3) zoning, building codes and other land use laws regulating the use or occupancy of such Liens as Owned Real Property or the activities conducted thereon which are being contested imposed by Crescent in good faith, (ii) Liens arising or resulting from any action taken governmental authority having jurisdiction over such Owned Real Property which are not violated by the Company, (iii) matters that would be disclosed by an accurate survey current use or inspection occupancy of such Owned Real Property or the operation of the Crescent Real Property Senior Living Assets as currently conducted thereon; (as defined hereafter4) (iv) Liens for current Taxes not yet due or payableeasements, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments restrictions and other similar matters of record affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent such Owned Real Property as it is presently used which would not constitute a Material Adverse Effect; (5) admissions and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy resident agreements pursuant to which Crescent entered into by Seller or any of its Subsidiaries is with current residents of the lesseeFacilities (the "Resident Agreements"); (6) the Facilities Agreements and (7) the First HUD Loan and the Second HUD Loan (collectively, sublesseethe "Permitted Encumbrances"); (B) except for the Facilities Agreements and the Resident Agreements and except as set forth on Schedule 7(e)(ii), licensee, user or occupant neither Seller nor any of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, has leased or otherwise material to, granted to any Person the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent right to use or occupy such Owned Real Property and Crescent Leased or any portion thereof; and (C) except as set forth on Schedule 7(e)(ii), there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real PropertyProperty or any portion thereof or interest therein.

Real Property. (a) For purposes Neither the Company nor any of this Agreementits Subsidiaries owns, "Crescent Permitted Liens" means or since December 31, 2021, has owned, any real property. (b) Section 5.19(b) of the Company Disclosure Letter contains a true, correct and complete list of all real property leased or subleased by the Company or one of its Subsidiaries (the “Leased Real Property”), including the address thereof and the Leases related thereto. The Company has made available to Acquiror true, correct and complete copies of the written leases, subleases, licenses and occupancy agreements (including all written modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other written agreements relating thereto) for the Leased Real Property to which the Company or any of its Subsidiaries is a party (the “Leases”), and such deliverables comprise all Leases relating to the Leased Real Property. There are no oral arrangements or agreements with respect to the Leased Real Property. (c) Each Lease (i) mechanics'is a legal, carriers'valid, workers'binding and enforceable obligation of the Company or its Subsidiary party thereto and, repairers'to the knowledge of the Company, materialmen'sthe other parties thereto, warehousemen's as applicable, subject to the Enforceability Exceptions, and other similar Liens arising or incurred each such Lease is in the ordinary course of business for sums not yet due full force and payable and such Liens as are being contested by Crescent in good faitheffect, (ii) Liens arising has not been amended or resulting modified except as reflected in the Leases made available to Acquiror and (iii) to the knowledge of the Company, subject to securing the consents or approvals, if any, required under the Leases to be obtained from any action taken landlord, lender or any other third party (as applicable), in connection with the execution and delivery of this Agreement by the Company or the consummation of the transaction contemplated hereby by the Company, (iii) matters that would be disclosed by an accurate survey or inspection upon the consummation of the Crescent transactions contemplated by this Agreement, will entitle Acquiror or its Subsidiaries to the use, occupancy and possession (in each case, subject to the terms of the respective Leases in effect with respect to Leased Real Property and the receipt of all required consents related thereto) of the premises specified in the Leases for the purpose specified in the Leases. (d) Except as defined hereafterset forth on Section 5.19(d) of the Company Disclosure Letter, no material default or material breach by (ivi) the Company or any of its Subsidiaries or (ii) to the knowledge of the Company, any other parties thereto, as applicable, presently exists under any Leases. Neither the Company nor any of its Subsidiaries has received written or, to the knowledge of the Company, oral notice of any material default or material breach under any Lease which has not been cured. To the knowledge of the Company, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a material default or material breach under any Lease by the Company or any of its Subsidiaries or by the other parties thereto. Neither the Company nor any of its Subsidiaries has subleased to any Person or otherwise granted any Person the right to use or occupy any Leased Real Property, or any portion thereof, which is still in effect. Neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in the Leased Real Property. The Company or its Subsidiaries have good and valid leasehold title to each Leased Real Property free and clear of Liens, other than Permitted Liens. (e) Neither the Company nor any of its Subsidiaries has received any written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of the Leased Real Property, or any portion thereof, and the improvements thereon (i) are prohibited by any Lien, Law or order other than Permitted Liens for current Taxes not yet due or payable, (vii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments easements or reports which have been made available agreements applicable to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent such Leased Real Property. (f) To the knowledge of the Company, the Leased Real Property is in good operating condition (ordinary wear and tear excepted), are suitable in all material respects for the purposes for which they are presently being used and, with respect to each, the Company or one of its Subsidiaries has rights of ingress and egress to the Leased Real Property for operation of the business of the Company and its Subsidiaries in the ordinary course. To the knowledge of the Company, no condemnation proceeding is pending or threatened (in writing) which would preclude or impair the use of any such property by the Company or its Subsidiaries for the purposes for which it is currently used.

Real Property. Section 2.18 of the RTMAC Disclosure Letter sets forth a true, correct and complete schedule of all real property owned by, or leased, subleased or licensed to, RTMAC (which Section may be updated by the Sellers prior to the Closing Date to reflect any additions or deletions thereto after the date hereof in compliance with Section 5.01) (collectively, the "RTMAC REAL PROPERTY"). With respect to each such parcel of RTMAC Real Property: (a) For purposes RTMAC has good and marketable title to the RTMAC Real Property owned by it and a valid leasehold interest in the RTMAC Real Property leased to it, as the case may be, free and clear of this Agreementany Liens, "Crescent except for Permitted Liens" means ; (ib) mechanics'except for RTMAC Leases, carriers'there are no leases, workers'subleases, repairers'licenses, materialmen'sconcessions, warehousemen's and or other similar Liens arising agreements entered into by RTMAC granting to any Person or incurred Persons the right of use or occupancy to any portion of the parcel of any of such RTMAC Real Property; (c) [intentionally omitted]; (d) all of the real property used by RTMAC in the ordinary course conduct of its business is included in the RTMAC Real Property, and is sufficient to operate the Arby's quick service restaurant business as currently conducted; (e) except for sums the RTMAC Restaurants (which are addressed in Section 2.25), RTMAC has not yet due and payable and such Liens as are being contested by Crescent in good faithreceived notice and, (ii) Liens arising or resulting from any action taken by to the Company, (iii) matters that would be disclosed by an accurate survey or inspection Knowledge of the Crescent Sellers, there are no pending, threatened or contemplated condemnation proceeding or proceedings affecting any of the RTMAC Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payableany part thereof or of any sale or other disposition of the RTMAC Real Property or any part thereof in lieu of condemnation, (v) any covenantsin each case that, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value aggregate, is, or use is reasonably likely to be, material to RTMAC; and (f) no portion of any of the Crescent material RTMAC Real Property as it has suffered any material damage by fire or other casualty which is presently used uninsured or has not heretofore been completely repaired and (vii) matters set forth restored in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyfull.

Real Property. (a) For purposes Neither the Company nor any of this Agreementits Subsidiaries owns any real property. Neither the Company nor any of its Subsidiaries is party to any agreement or option, "Crescent Permitted Liens" means to sell or purchase any real property. (ib) mechanics'Schedule 3.16(b) sets forth a true and complete list of each lease, carriers'license, workers'sublease or similar occupancy agreement (each, repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent a “Real Property (as defined hereafterLease”) (ivshowing the parties thereto and location) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title under which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent Company or any of its Subsidiaries is the lessee, sublesseesublessee or licensee of, licenseeor holds, user uses or occupant operates, any real property owned by any third Person (the “Leased Real Property”). The Real Property Leases are valid, binding, and in full force and effect and free and clear of Crescent all Encumbrances, other than Permitted Real Property Encumbrances. Neither the Company nor any of its Subsidiaries has collaterally assigned, transferred or pledged any interest in any of the Real Property Leases. (c) Neither the whole nor any part of the Leased Real Property is subject to any pending suit for condemnation or other taking by any public authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. Except as set forth on Schedule 3.16(c), the Company has not leased, subleased, licensed, or otherwise granted to any Person the right to use or occupy any portion of the Leased Real Property. To the Knowledge of the Company, all buildings, structures, facilities and improvements located on the Leased Real Property, or interests thereinincluding buildings, structures, facilities and improvements which are under construction (collectively, “Improvements”) comply in all material respects with all applicable Requirements of Laws. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means To the real property owned in fee by Crescent and its Subsidiaries necessary for Knowledge of the conduct of, or otherwise material toCompany, the business of Crescent Improvements are in all material respects (A) in good operating condition and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property repair (ordinary wear and Crescent Leased Real Propertytear excepted) and (B) sufficient for continued use in the manner in which they are presently being used.

Real Property. (a) For purposes The Company neither owns nor has any interest of this Agreementany kind (whether ownership, lease or otherwise) in any real property except to the extent of the Company's leasehold interests under the lease for its business premises, true and complete copies of which lease (including all amendments thereto) are annexed hereto as Schedule 3.10 (the "Crescent Permitted Liens" means Lease"). (ib) mechanics'The Company and the landlords thereunder are presently in compliance in all material respects with all of their respective obligations under the Lease, carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as premises leased thereunder are being contested by Crescent in good faith, condition (iireasonable wear and tear excepted) Liens arising or resulting from any action taken by and are adequate for the operation of the Company, 's current and presently contemplated business. (iiic) matters that would be disclosed by an accurate survey or inspection The Company is in actual possession of the Crescent Real Property properties demised under the Lease and has good and marketable title to the leasehold estates conveyed under the Lease, free and clear of any Lien or any sublease or right of occupancy, except as set forth on Schedule 3.10 hereto, if at all. (as defined hereafterd) The Company has the right of ingress and egress through a public road or street, to and from the properties demised under the Lease. (ive) Liens The properties demised under the Lease and the improvements thereon constitute all of the real property and leases currently used exclusively or materially for the business of the Company and are adequate and sufficient for the current Taxes not yet due and currently anticipated operations of the Company and its business. (f) There is no pending proceeding for the taking or payablecondemnation of all or any portion of the properties demised under the Lease or pending taking or condemnation proceeding which would result in a termination of any Lease of real property and, to the knowledge of the Company and the SO Stockholder, none of the same is threatened. (vg) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which There are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which no material items of maintenance that have been made available materially deferred with respect to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means improve ments on the real property leasesdemised under the Lease. (h) The Company has received no uncured notice from applicable governmental authorities of any outstanding violations of any building or zoning laws, subleases, licenses and use codes or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Propertyregulations, or interests therein. "Crescent Leased Real Property" means all interests in real property govern mental or judicial orders issued pursuant thereto, with respect to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct ofimprovements thereon demised under the Lease, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertythere are no such violations.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics'Schedule 7.l4(i) of the Disclosure Schedule lists and briefly describes all of the buildings in which the Company has an ownership interest and in which the book value as per the Most Recent Balance Sheet exceeded an equivalent of US$500,000. The buildings listed on Schedule 7.14(i) (“Buildings”), carriers'along with the buildings housing base stations, workers'switches or other equipment material to the operation of the Business, repairers'taken as a whole, materialmen'sare referred to herein as “Owned Real Property.” With respect to the Owned Real Property: (A) the Company owns and has the right to possess, warehousemen's use and alienate the Owned Real Property, and the Owned Real Property is held free and clear of any Security Interest and other similar Liens arising or incurred in restrictions which would impair the ordinary course of business for sums not yet due and payable and such Liens as current use; (B) there are being contested by Crescent in good faithno pending or, (ii) Liens arising or resulting from any action taken by to the Company, (iii) matters that would be disclosed by an accurate survey or inspection Knowledge of the Crescent Seller, threatened, condemnation proceedings, lawsuits, or administrative actions relating to any of the Owned Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments materially and adversely the current use thereof; (C) each Building, and the buildings housing base stations, switches or reports which have been made available other equipment material to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any operation of the Crescent Real Property Business, taken as it is presently used a whole, has received all material approvals of governmental authorities required in connection with the ownership or operation thereof and (vii) matters set forth has been operated and maintained in Schedule 4.2.12(a) accordance with all material applicable laws, rules, and regulations. In the context of the Buyer Disclosure Schedule. "Crescent Leases" means foregoing, the real property term “material” does not include such approvals, licenses or permits that are of a routine or minor nature and that are customarily granted in due course after proper application therefor; (D) there are no leases, subleases, licenses and or other agreements, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant of any portion of the Buildings, or the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole (or a portion thereof as the case may be), to which Crescent the Company has an ownership interest, except to the extent that the current use of the building (or a portions thereof as the case may be) would not be materially impaired thereby; (E) there are no outstanding options or rights of first refusal to purchase any Building, or the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole, or any portion thereof or interest therein; and (F) there are no parties (other than the Company) in possession of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Propertyany Building, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant the buildings housing base stations, switches or other equipment material to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for operation of the conduct ofBusiness, taken as a whole, except to the extent that the current use of such Building or otherwise material to, buildings comprising the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property would not be materially impaired thereby. (ii) Schedule 7.l4(ii) of the Disclosure Schedule lists and Crescent briefly describes all of the premises leased or subleased to the Company and under which the annual lease or sublease payments by the Company exceed an equivalent of US$50,000. The buildings listed on Schedule 7.14(ii), along with the buildings housing base stations, switches or other equipment material to the operation of the Business, taken as a whole, are referred to herein as “Leased Real Property.” With respect to the Leased Real Property: (A) the lease or sublease is legally valid, binding and enforceable, and in full force and effect; (B) the lease or sublease will continue to be legally valid, binding and enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) the Company is not in breach of, and the Company has not received any notice that any third party is in breach of, the lease or sublease, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (D) the Company has not repudiated, nor has the Company received any notice that any third party has repudiated, any provision of the lease or sublease; (E) with respect to each sublease, the Company has not received any notice indicating that any of the warranties set forth in subsections (A) through (D) above are untrue, inaccurate or misleading with respect to the underlying lease; (F) all of the Leased Real Property has received all material approvals of governmental authorities required in connection with the leasing or operation thereof and has been operated and maintained in accordance with all material applicable laws, rules, and regulations. In the context of the foregoing, the term “material” does not include such approvals, licenses or permits that are of a routine or minor nature and that are customarily granted in due course after proper application therefor. (iii) The Company does not directly or indirectly own any land.

Real Property. (a) For purposes Section 3.8(a) of this Agreementthe Sellers’ Disclosure Schedules sets forth a true and complete list of all real property owned in fee as of the date hereof by each of the Acquired Entities, "Crescent Permitted Liens" means which identifies such land by (x) owner and (y) tract number and/or parcel number (such property collectively, the “Owned Real Property”). With respect to the Owned Real Property, except as set forth on Section 3.8(a) of Sellers’ Disclosure Schedule, (i) one or more of the Acquired Entities has good and valid title to such Owned Real Property, free and clear of all Liens other than any such Lien (A) for Taxes or governmental assessments, governmental charges or claims of payment (1) not yet due and payable or (2) being contested in good faith and for which adequate accruals or reserves have been established in accordance with GAAP, (B) which is a carriers’, warehousemen’s, mechanics', carriers', workers', repairers'’, materialmen's’s, warehousemen's and repairmen’s, or other similar Liens Lien arising or in the ordinary course of business, (C) for any obligation which is disclosed on the Projected Balance Sheet, (D) for any obligation which was incurred in the ordinary course of business since December 31, 2013, (E) disclosed by the title reports made available to Buyer in the Dataroom, or (F) that would not reasonably be expected to materially impair the continued use or value of any Owned Real Property by the Acquired Entities for sums the Residential Business for its intended use and purpose, including any conditions, covenants, encroachments, easements, restrictions and other encumbrances that would not yet due reasonably be expected to materially impair the continued use or value of any Owned Real Property by the Acquired Entities for the Residential Business for its intended use and payable and such Liens as are being contested by Crescent in good faithpurpose(each of the foregoing, a “Permitted Lien”) (, (ii) Liens arising there are no outstanding reversion rights, Contracts, outstanding options or resulting from rights of first refusal or offer in favor of any action taken by third party to purchase, lease, occupy or otherwise utilize any Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially impair the Companycontinued use or value of any Owned Real Property affected thereby, (iii) matters neither Sellers nor any Acquired Entity have received written notice of any condemnation or eminent domain proceeding commenced or threatened with respect to any Owned Real Property, any portion thereof or Sellers’ interest therein that would reasonably be disclosed by an accurate survey expected to materially adversely affect the use or inspection value of the Crescent Owned Real Property (as defined hereafter) affected thereby, (iv) Liens for current Taxes not yet due or payablenone of the Owned Real Property has been leased, and (v) none of the Owned Real Property has been licensed nor has any covenantsthird party been granted any right to use or occupy all of any portion of any Owned Real Property, conditionssuch that such license or occupancy would reasonably be expected to materially adversely affect the use or value of the Owned Real Property affected thereby. (b) Section 3.8(b) of the Sellers’ Disclosure Schedules sets forth a true and complete list of each material lease, restrictionssublease or license and all amendments and modifications thereto (the “Real Property Leases”) under which any of the Acquired Entities use or occupy, reservationsor have the right to use or occupy, rightsany real property at which the operations of the Acquired Entities are conducted (the “Leased Real Property”), Liensspecifying in the case of each of the Real Property Leases, easementsthe date thereof, encumbrancesthe current parties thereto, encroachments the dates of any amendments as well as the address or location and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which use thereof. True, correct and complete copies of the Real Property Leases have been delivered or otherwise made available to the CompanyBuyer. Except as would not reasonably be expected to have, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially aggregate, a Material Adverse Effect, (i) each Real Property Lease is valid, binding and in full force and effect, (ii) no uncured default of a material nature on the part of any Acquired Entity or, to the knowledge of Sellers, the landlord or other parties to such Real Property Lease exists thereunder, (iii) the Acquired Entities have a good and valid leasehold interest, subject to the terms of the Real Property Lease applicable thereto, in each parcel of Leased Real Property, free and clear of all Liens, except for Permitted Liens (and conditions, covenants, encroachments, easements, restrictions and other encumbrances that do not adversely affect the value or use of any the Leased Real Property by the Acquired Entities for the Business), (iv) none of the Crescent Real Property as it Acquired Entities has (x) received written notice of, and, to the knowledge of Sellers there is presently used and (vii) matters set forth no, condemnation proceeding threatened in Schedule 4.2.12(a) writing with respect to all or any portion of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Leased Real Property, or interests therein. "Crescent (y) received any written notice of any default under any Real Property Lease and, to the knowledge of Sellers, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a default by any Acquired Entity, as applicable, under any such leases and agreements, and (v) no portion of the Leased Real Property" means all interests in real property pursuant Property is subleased to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyany third party.

Real Property. (a) For purposes The Business and the Company and its Subsidiaries do not own, and have never owned, any real property. (b) ‎Section 3.11(b) of this Agreementthe Disclosure Schedule sets forth the address of each parcel of Leased Real Property, "Crescent and a true and complete list of all Leases for each parcel of Leased Real Property. (c) Subject to the respective terms and conditions in the Leases, the Company or one of its Subsidiaries is the sole legal and equitable owner of the leasehold interest in the Leased Real Property and possesses good and marketable, indefeasible title thereto, free and clear of all Liens (other than Permitted Liens" means ). (d) With respect to each parcel of Leased Real Property: (i) mechanics'there are no pending or, carriers'to the Knowledge of the Company, workers'threatened condemnation Proceedings, repairers'suits or administrative actions relating to any such parcel or other matters affecting adversely the current use, materialmen's, warehousemen's and other similar Liens arising occupancy or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, value thereof; (ii) Liens arising the ownership and operation of the Leased Real Property in the manner in which it is now owned and operated comply with all zoning, building, use, safety or resulting from other similar Laws in all material respects; (iii) all Improvements on any action taken by such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation of the Business as currently conducted at such facilities and safe for their current occupancy and use; (iv) neither the Company, (iii) matters nor any of its Subsidiaries nor Orgenesis Parent has received any notice of any special Tax, levy or assessment for benefits or betterments that would be disclosed by an accurate survey or inspection affect any parcel of Leased Real Property and, to the Knowledge of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due Company, no such special Taxes, levies or payable, assessments are pending or contemplated; (v) there are no Contracts granting to any covenantsthird party or parties the right of use or occupancy of any such parcel, conditionsand there are no third parties (other than the Company and its Subsidiaries) in possession of any such parcel except for such Contracts relating to Orgenesis Parent and/or its Subsidiaries that are set forth on ‎Section 3.11(d) of the Disclosure Schedule; and (vi) each such parcel has adequate vehicular access to a road and there is no pending or, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Knowledge of the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use threatened termination of any of the Crescent such access. The Leased Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) comprises all of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leasesused or intended to be used in the Business, subleases, licenses and use or occupancy agreements pursuant to which Crescent or neither the Company nor any of its Subsidiaries is the lesseea party to any Contract, sublessee, licensee, user option or occupant right of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in first refusal to purchase any real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyany portion thereof or interest therein.

Real Property. (a) For purposes Neither of this Agreementthe Sellers have ever owned, "Crescent Permitted Liens" means leased or otherwise occupied, had an interest in or operated any real property other than the Land. The legal description and current use of each parcel of Land is attached hereto as Schedule 5.07. One or both of the Sellers has good, valid fee simple title to each parcel of the Land, including all mineral rights thereto except as may be set forth in the Title Policies (hereinafter defined). Except as set forth on Schedule 5.07: (i) mechanics'The Land is fully licensed, carriers'permitted and authorized for the operation of the business of each of the Sellers conducted thereon under all Laws relating to the protection of the environment, workers'the Land and the conduct of such business thereon (including, repairers'without limitation, materialmen's, warehousemen's all zoning restrictions and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, land use requirements). (ii) Liens arising The Land is usable for its current uses and can be used by Buyer after the Closing for such uses without violating any Law or resulting from private restriction, and such uses are legal conforming uses. There are no proceedings or amendments pending and brought by or threatened by any action taken by third party which would result in a change in the Company, allowable uses of the Land or which would modify the right of Buyer to use the Land for its current uses. (iii) matters that would be disclosed by an accurate survey or inspection There is public ingress and egress to and from each parcel of the Crescent Real Property (as defined hereafter) Land and all public utilities required for the operation of the Land are installed and operational and all installation and connection charges have been paid in full. (iv) Liens for current Taxes not yet due Except as may be set forth in the Title Policies, no third parties have any rights to drill or payableexplore for, collect, produce, mine, excavate, deliver or transport oil, gas, coal, or other minerals in, on, beneath, across, over, through, from or to any portion of the Land. (v) None of the Sellers, Stockholder or the Land now is, or ever has been, involved in any covenantslitigation or administrative proceeding seeking to impose fines, conditionspenalties or other liabilities or seeking injunctive relief for violation of any applicable Laws relating to the environment. (vi) No third party has a present or future right to possession of all or any part of the Land. (vii) No portion of any improvements on any parcel of the Land encroach onto neighboring properties and no improvements from neighboring properties encroach onto any portion of the Land. (viii) No portion of the Land contains any areas that could be characterized as disturbed, restrictionsundisturbed or man made wetlands or as “waters of the United States” pursuant to any Applicable Laws or the procedural manuals of the Environmental Protection Agency, reservationsU.S. Army Corps of Engineers or the Texas Department of Environmental Protection, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments whether such characterization reflects current conditions or reports historic conditions which have been made available to altered without the Company, necessary permits or approvals. (viix) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments There are no mechanics’ liens affecting the Land and other matters affecting title which do not individually or in no work has been performed thereon at the aggregate materially adversely affect the value or use request of any either of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) Sellers within 120 days of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use date hereof for which a mechanic’s lien could be filed. (x) There are no levied or occupancy agreements pursuant to which Crescent pending special assessments affecting all or any part of its Subsidiaries the Land and none is threatened. (xi) There are no pending or threatened condemnation or eminent domain proceedings affecting all or any part of the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real PropertyLand.

Real Property. (a) For purposes Schedule 5.10 sets forth a true, correct and complete list of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the all real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent the Company and its Subsidiaries necessary for (individually, an “Owned Property” and collectively, the conduct “Owned Properties”), including the street address, city and state thereof and identity of the owner of each such parcel of Owned Real Property, and (ii) all leases of real property to which the Company or any Subsidiary is the lessee (individually, a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). (b) The Company and its Subsidiaries are the sole owners of good and valid, fee simple title to the Owned Real Property respectively owned by them, including, without limitation, all buildings, structures, fixtures and improvements thereon, free and clear of all Liens of any nature whatsoever except (i) Liens set forth on Schedule 5.10 and (ii) Permitted Exceptions. (c) All buildings, structures, fixtures and other improvements on the Owned Real Property are free of any material interior or exterior structural defects. The Company has not received notice that any such buildings, structures, fixtures and improvements on the Owned Real Property are in violation in any material respect of any Laws. (d) Other than the Permitted Exceptions, none of the Owned Real Property is subject to any Contract or other restriction of any nature whatsoever (recorded or unrecorded) preventing or limiting the Company’s or any Subsidiary’s right to convey or to use it. (e) The Company has not received written notice or, to the Knowledge of the Company, any notice that any portion of the Owned Real Property or any building, structure, fixture or improvement thereon is the subject of, or otherwise material toaffected by, any condemnation, eminent domain or inverse condemnation proceeding currently instituted or pending, and to the Knowledge of the Company none of the foregoing are or have been threatened to be, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent subject of, or affected by, any such proceeding. (f) The Owned Real Property has access to electric, gas, water, sewer and Crescent Leased telephone lines, which access is adequate in all material respects for the uses to which the Owned Real PropertyProperty is currently devoted and intended to be devoted. (g) The Company or any Subsidiary, as the case may be, is the owner and holder of the leasehold estate purported to be granted by the Real Property Leases. Each such Real Property Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the Company and its Subsidiaries, as applicable, and, to the Knowledge of the Company, the other parties thereto and grants the leasehold estate it purports to grant free and clear of all Liens, except (i) Liens set forth on Schedule 5.11, (ii) Permitted Exceptions, and (iii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general principles of equity (regardless of whether considered in a proceeding at law or in equity). Neither the Company nor any Subsidiary has received any written notice or, to the Knowledge of the Company, any notice of any threatened cancellations of any governmental approvals with respect thereto or any outstanding disputes thereunder or failed to make any necessary material filings or registration with respect thereto. The Company or a Subsidiary, as the case may be, has in all material respects performed all obligations required to be performed by it to date pursuant to such Real Property Lease. Neither the Company nor any Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a material default by the Company or any Subsidiary under any of the Real Property Leases.

Real Property. (a) For purposes No Acquired Company now owns, and no Acquired Company has at any time in the past owned, any real property. (b) Section 3.11(b) of this Agreementthe Disclosure Schedules sets forth the address of each parcel of Leased Real Property, "Crescent and a correct and complete list of all Leases for each parcel of Leased Real Property. The Company has made available to Buyer a true and complete copy of each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. (c) Subject to the respective terms and conditions in the Leases, the Acquired Companies are the sole legal and equitable owners of the leasehold interest in the Leased Real Property and possesses good and marketable, indefeasible title thereto, free and clear of all Liens (other than Permitted Liens" means ). (d) With respect to each parcel of Leased Real Property: (i) mechanics'there are no pending or, carriers'to the Knowledge of the Company, workers'threatened condemnation proceedings, repairers', materialmen's, warehousemen's and suits or administrative actions relating to any such parcel or other similar Liens arising matters affecting adversely the current use or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, occupancy; (ii) Liens arising the operation of the Leased Real Property in the manner in which it is now operated complies with all zoning, building, use, safety or resulting from other similar statutes, ordinances or regulations of any action taken by Governmental Body; (iii) all Improvements on any such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation of the Business as currently conducted at such facilities and safe for their current occupancy and use; (iv) no Acquired Company has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any parcel of Leased Real Property that is or will be the responsibility of any Acquired Company and, to the Knowledge of the Company, (iii) matters that would be disclosed by an accurate survey no such special Taxes, levies or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due assessments are pending or payable, contemplated; (v) there are no Contracts granting to any covenantsthird party or parties the right of use or occupancy of any such parcel, conditionsand there are no third parties (other than the Acquired Companies) in possession of any such parcel; and (vi) each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Knowledge of the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use threatened termination of any of the Crescent such access. The Leased Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) comprises all of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leasesused or intended to be used in the Business, subleases, licenses and use no Acquired Company is a party to any Contract or occupancy agreements pursuant option to which Crescent or purchase any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyinterest therein.

Real Property. (a) For purposes Section 4.12(a) of this Agreement, "Crescent Permitted Liens" means the Radiocoms Disclosure Letter describes (i) mechanics'all real property and all interests therein owned of record or beneficially by Radiocoms or any of its Subsidiaries or, carriers', workers', repairers', materialmen's, warehousemen's by any Relevant Affiliate of Radiocoms and other similar Liens arising occupied by or incurred used in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faithBusiness (the "Radiocoms Real Properties"), (ii) Liens arising all leases of real property directly or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available principally related to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually Business or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent Radiocoms or any of its Subsidiaries is a party or by which Radiocoms or any of its Subsidiaries is bound and (iii) the lesseepurposes for which such properties are used. True, sublesseecorrect and complete copies of all documents referred to in Section 4.12(a) of the Radiocoms Disclosure Letter have been delivered or made available to Purchaser. (b) (i) Radiocoms or one of its Subsidiaries or Relevant Affiliates (which Relevant Affiliate is identified in Section 4.12(a) of the Radiocoms Disclosure Letter) has (A) good and marketable title to the Radiocoms Real Properties, licenseefree and clear of all Liens except for imperfections of title, user or occupant if any, that do not materially detract from the value of Crescent Real Propertythe property subject thereto, or interests therein. materially interfere with the manner in which such property is currently being used or is proposed to be used in the Business by Radiocoms or any of its Subsidiaries or materially impair the operations of the Business or Radiocoms or any of its Subsidiaries and which do not secure obligations for borrowed money used in the Business or the deferred portion of the purchase price of acquired property used in the Business (collectively, the "Crescent Leased Radiocoms Permitted Encumbrances"), and (B) all material easements and rights, including, but not limited to, easements for power lines, water lines, sewers, roadways and other means of ingress and egress, necessary to conduct the business conducted on the Radiocoms Real Property" means Properties; and none of the Liens set forth in Section 4.12(b) of the Radiocoms Disclosure Letter has had or could reasonably be expected to have a Material Adverse Effect on the Business or Radiocoms and its Subsidiaries, taken as a whole; (ii) Neither the whole nor any portion of any of the Radiocoms Real Properties is subject to any pending condemnation or similar proceeding by any Governmental Body, and Seller does not know that any such condemnation or taking is threatened or contemplated; (iii) Neither Radiocoms nor any of its Subsid iaries is, or as of the Closing Date will be, in violation of any applicable Law or Order relating to the Radiocoms Real Properties, except where the failure to be in compli ance with such Law or Order could not reasonably be expected to have a Material Adverse Effect on the Business or Radiocoms and its Subsidiaries, taken as a whole, and no notice from any Governmental Body has been served upon Radiocoms or any of its Subsidiaries or Affiliates claiming any material violation thereof or calling attention to the need for any material work, repairs, construction, alterations, installations on or in connection with said owned or leased real properties used in connection with the Business or by Radiocoms and its Subsidiaries; (iv) Radiocoms or one of its Subsidiaries or Relevant Affiliates has obtained all interests permits, licenses or certificates of occupancy pertaining to the ownership or operation of any of the owned or leased real properties of the Business or Radiocoms or any of its Subsidiaries (including, without limitation, the Radiocoms Real Properties) that are required to be obtained from any Governmental Body by a Relevant Affiliate (in connection with the Business) or by Radiocoms or any of its Subsidiaries, except where the failure to obtain such permits, licenses or certificates of occupancy could not reasonably be expected to have a Material Adverse Effect on the Business or on Radiocoms and its Subsidiaries, taken as a whole; (v) Each of the leases of real property pursuant referred to Crescent Leases. "Crescent Owned Real Property" means in Section 4.12(a) above is valid and enforceable in accordance with its terms, subject to the Bankruptcy Exception, and there is not under any such lease any existing breach, default, event of default or event which, with notice and/or lapse of time, would constitute a breach, default or event of default (A) by Radiocoms or any of its Subsidiaries or Relevant Affiliates or (B) to the knowledge of Seller, by any other party to any such lease, except where such breach, default or event of default could not reasonably be expected to have a Material Adverse Effect on the Business or Radiocoms and its Subsidiaries, taken as a whole; (vi) No previous or current party to any such lease has given notice of or made a claim with respect to any breach or default, the consequences of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Business or Radiocoms and its Subsidiaries, taken as a whole; (vii) None of the rights of Radiocoms or any of its Subsidiaries or Relevant Affiliates under any of such leases will be subject to termination or modification as the result of the consummation of the transactions contemplated by this Agreement; and (viii) No consent or approval of any third party is required under any of such real property owned in fee by Crescent and its Subsidiaries necessary for leases to the conduct of, or otherwise material to, consummation of the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertytransactions contemplated hereby.

Real Property. (a) For purposes Neither Seller nor any of this Agreementits Subsidiaries owns, "Crescent Permitted Liens" means in fee simple or otherwise, any real property or interest in real property that is used in the conduct of the ITO Business. (b) Schedule 3.13(b) identifies each interest in real property leased, licensed, subleased to, or otherwise used or occupied by, Seller or its Subsidiaries which is maintained, used or held for use in or for the ITO Business (including any amendments thereto, and in each case setting forth the address, landlord and named tenant and/or subtenant, if applicable, for each), other than the private, home office or other locations maintained, used or held for use primarily in or for the ITO Business by employees of the ITO Business which are not leased, licensed, subleased to, or otherwise used or occupied by, Seller or its Subsidiaries in connection with the ITO Business (each individually, a “Real Property Lease”, and collectively, the “Real Property Leases”; and such real property, the “Real Property”), which constitute all the real property that is maintained, used or held for use primarily in or for the ITO Business. Except as set forth on Schedule 3.13(b), (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's the Real Property Leases are in full force and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faitheffect, (ii) Liens arising neither Seller nor the Selling Subsidiaries are in material breach or resulting from default under the Real Property Leases, and, to the Knowledge of Seller, (A) no landlord or sublandlord under any action taken by of the CompanyReal Property Leases is in material breach or default under such landlord or sublandlord’s applicable Real Property Lease and (B) no event has occurred or circumstance exists, which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute such a breach or default (on behalf of Seller or the Selling Subsidiaries, as applicable, or the applicable landlord or sublandlord) or permit termination, modification or acceleration thereunder, and (iii) matters that would be disclosed by an accurate survey Seller or inspection a Subsidiary of Seller is currently in occupancy of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payableand holds a good and valid leasehold interest under each Real Property Lease, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been subject only to Permitted Encumbrances. Seller has made available to Buyer true, complete and correct copies of the CompanyReal Property Leases including any amendments, (vi) extensions, assignments or subleases, supplements, side letters or other modifications related thereto, and any notices of uncured defaults related thereto. To the Knowledge of Seller, there does not exist any actual or threatened condemnation, taking or eminent domain proceedings, lawsuits, administrative actions that affect the Real Property Leases or any part thereof or any other covenantsmatter that may adversely affect in any material respect, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not either individually or in the aggregate materially adversely affect aggregate, the value use or use occupancy by Seller or the Selling Subsidiaries of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of provided under the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real PropertyLeases.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics'Schedule 3.7(a) sets forth a true and complete list of all Real Property owned, carriers'leased, workers'licensed or otherwise held, repairers'controlled or used by the Company, materialmen'swhether of record or beneficially, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faithSchedule (i) accurately and completely describes each portion of the Real Property, (ii) Liens arising indicates whether such Real Property is owned, leased, licensed or resulting from any action taken otherwise held, controlled or used by the Company, and (iii) matters that would describes the Company’s interest therein, including whether it includes the surface, the minerals, water or other rights; (ii) The Company is the exclusive owner or lessee of, and has good title to the unpatented mining claims and millsite claims set forth in Schedule 3.7(a), which ownership and title is, subject to Permitted Liens, superior and paramount to any adverse claim or right of title which may be disclosed by an accurate survey or inspection rightly asserted, and subject further only to the paramount title of the Crescent Real Property United States and to the rights, if any, of third parties to the lands within such unpatented mining claims pursuant to the Multiple Mineral Development Act of 1954 and the Surface Resources and Multiple Use Act of 1955; (iii) With respect to the unpatented mining claims and unpatented millsite claims listed on Schedule 3.7(a): (A) the Company is in exclusive possession thereof, free and clear of all Liens, claims, encumbrances or other burdens on production, other than Permitted Liens; (B) all such claims were located, staked, filed and recorded on available public domain land in compliance with all applicable state and federal laws and regulations; (C) assessment work, intended in good faith to satisfy the requirements of state and federal laws and regulations and generally regarded in the mining industry as defined hereaftersufficient, was timely and properly performed on or for the benefit of the claims, and affidavits evidencing such work were timely recorded; (D) claim rental and maintenance fees required to be paid under federal law in lieu of the performance of assessment work, in order to maintain the claims have been timely and properly paid, and affidavits or other notices evidencing such payments as required under federal or state laws or regulation have been timely and properly filed and recorded; (E) all filings with the Bureau of Land Management with respect to such claims which are required under the Federal Land Policy and Management Act of 1976 have been timely and properly made; and (F) there are no actions or administrative or other proceedings pending or to the best of the Seller’s knowledge threatened against or affecting any of the claims. In addition, with respect to each of the unpatented mining claims listed on Schedule 3.7(a), the Seller represents that, to its knowledge, such unpatented mining claims have been relocated or remonumented as necessary, and that evidence of such relocation or remonumentation has been timely and properly recorded, all in compliance with the provisions of N.R.S. Chapter 517; (iv) Liens Except as disclosed in Schedule 3.7(a), the Company has valid and effective rights to its leased property, free and clear of Liens, except for current Taxes not yet due or payable, Permitted Liens; (v) All taxes, charges, rates, levies and assessments that, if unpaid, would create a Lien or charge on any covenantsReal Property or any portion thereof, conditionshave been paid in full; (vi) All contractors, restrictionssubcontractors, reservations, rights, Liens, easements, encumbrances, encroachments agents and other matters affecting title which are shown as exceptions Persons providing services, materials or labour on Crescent's title insurance policies and/or title commitments or reports which for the benefit of any Real Property have been paid in a timely manner for all work performed or services, goods or labour provided, on or with respect thereto (vii) Schedule 3.7(a) specifies all Real Property leased or subleased by the Company (“Leased Real Property”) and describes the leases and subleases related thereto (the “Real Property Leases”). The Seller has delivered or made available to the Purchaser true and complete copies of all Real Property Leases. With respect to the Leased Real Property and the Real Property Leases, except as otherwise specified on Schedule 3.7(a): (A) Each Real Property Lease is a valid and binding agreement of the Company, and to the Knowledge of the Seller, each of such other parties thereto in accordance with its terms, and the Company enjoys peaceful and undisturbed possession of each Real Property Lease; (viB) Except as disclosed on Schedule 3.7(a) the Company is not in material breach or default under any such Real Property Lease, and to the Knowledge of the Seller, no event has occurred which, with the passage of time or expiration of any grace period, would constitute such a material breach or default of the Company’s obligations under such Real Property Lease, and to the Knowledge of the Seller, no other covenantsparty to any such Real Property Lease is in material default thereunder. Neither the Seller nor the Company has received a written, conditionsor to the Knowledge of the Seller other, restrictionsnotice of default with respect to any such Real Property Lease; (C) The Company has not subleased, reservations, rights, non-monetary assigned or otherwise granted to any Person the right to use or occupy such Real Property Lease or any portion thereof; (D) Except for Permitted Liens, no Real Property Lease has been mortgaged, deeded in trust or subjected to a Lien; (E) Except as specified on Schedule 3.7(a) no Real Property Lease requires the consent of the lessor to the sale, transfer, conveyance or assignment of the Company; (F) With regard to the Real Property, the Company has adequate and appropriate legal rights of ingress and egress to such Real Property and all buildings, structures, facilities, fixtures and other improvements thereon, including those easements, encumbranceslicenses, encroachments privileges, rights and appurtenances as are necessary to mine, remove, process and transport any Metals by such methods as currently conducted; and (G) Other than Permitted Liens, there are no other matters affecting title which do not individually or in conditions that, to the aggregate materially Knowledge of the Seller, would adversely affect the rights of the Company to the Real Property. (viii) Schedule 3.7(a) specifies all Real Property owned by the Seller (“Owned Real Property”), including the record title holder of the Owned Real Property. With respect to each such parcel of the Owned Real Property, except as otherwise specified on Schedule 3.7(a): (A) The Company has adequate and appropriate legal rights of ingress and egress to such Owned Real Property and all buildings, structures, facilities, fixtures and other improvements thereon, including those easements, licenses, privileges, rights and appurtenances as are necessary to mine, remove, process and transport any Metals by such methods as currently conducted; (B) There are no pending, or to the Knowledge of Seller, threatened condemnation or expropriation proceedings, lawsuits or administrative actions or any other material matters adversely affecting the current and contemplated use, occupancy or value or of the Owned Real Property; (C) No material Owned Real Property serves any adjoining property for any purpose inconsistent with the use of any of the Crescent Owned Real Property as it is presently used and Property; (viiD) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property There are no leases, subleases, licenses and licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy agreements pursuant to which Crescent or of any portion of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned ; (E) No tenant, lessee or other Person in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business possession of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent any Owned Real Property has any option or right to purchase or holds any right of refusal to purchase any such properties; (F) Other than Permitted Liens, there are no other matters or conditions that, to the Knowledge of the Seller, have had or would reasonably be expected to have a Material effect on the Owned Real Property or the use thereof. (ix) The Seller has provided to the Purchaser, to the extent requested, the following data and Crescent Leased information related to any portion of the Real Property: geological data, reserve data, existing mine maps, surveys, core hole logs and associated data, minerals measurements, mineral sample data, lithologic data, reserve calculations or reports, mine plans, mine plan maps, mining permit applications and supporting data, engineering studies, reclamation reports and all other books and records, information, maps, reports and data. (x) There does not exist any pending or, to the Knowledge of the Seller, threatened condemnation action or any other action by a Governmental Authority to impose or enforce any land use or land use restriction that would reasonably be expected to materially affect or materially impair the present or proposed use or operation of the Real Property. (xi) All material buildings, structures and other improvements located upon the Real Property are in working order and repair (normal wear and tear excepted), have been operated and maintained in the Ordinary Course of Business consistent with prudent mining industry standards and are in suitable and adequate condition for use consistent with past practices and prudent mining industry practices.

Real Property. (a) For purposes No Waitr Party currently owns, or has ever owned, any interest in real property. (b) Schedule 4.13(b) sets forth a true, accurate and complete list of this Agreementall leasehold or subleasehold estates and other rights to hold, "Crescent Permitted Liens" means use, possess or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by each Waitr Party as of the Effective Time (the “Leased Real Property”). (c) The Leased Real Property constitutes all of the facilities used or occupied by the Waitr Parties in the conduct of its business as currently conducted. With respect to the Leased Real Property: (i) mechanics'to Waitr’s Knowledge, carriers'each Waitr Party has all easements and rights necessary to conduct its business, workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, currently conducted; (ii) Liens arising no portion thereof is, to Waitr’s Knowledge, subject to any pending or resulting from threatened condemnation proceeding or proceeding by any action taken by the Company, Governmental Authority; (iii) matters that would be disclosed by an accurate survey no Waitr Party has received written notice, and to Waitr’s Knowledge, there are no leases, subleases, licenses, concessions or inspection other agreements, written or oral, granting to any other party or parties the right of the Crescent use or occupancy of any portion of any parcel of Leased Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, Property; (v) no Waitr Party has received any covenantswritten notice of, conditionsand to Waitr’s Knowledge there are no, restrictionsany outstanding options or rights of first refusal held by any other person to purchase any parcel of Leased Real Property, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, any portion or interest therein; (vi) any no Waitr Party has received written notice of, and to Waitr’s Knowledge there are no parties (other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or than a Waitr Party) in the aggregate materially adversely affect the value or use possession of any parcel of Leased Real Property, other than tenants under any leases of the Crescent Leased Real Property as it is presently used who are in possession of space to which they are entitled; and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent Property has been supplied with utilities and its Subsidiaries necessary other services reasonably sufficient for the conduct of, or otherwise material to, the operation of each Waitr Party’s business of Crescent as currently conducted and its Subsidiaries as it is currently proposed to be conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics'Schedule 3(j)(I) lists and describes briefly all of the Owned Property that is part of the Acquired Assets. With respect to each such parcel of Owned Property: (A) Seller has received no notice, carriers'nor does Seller have Knowledge, workers'of any threat- ened condemnation proceedings, repairers'lawsuits, materialmen'sor administra- tive actions relating to the Owned Property and Seller has received no notice of, warehousemennor does Seller have Knowl- edge of, any other matters materially adversely affect- ing the current use or occupancy; (B) the Owned Property is not located within any flood plain or subject to any simi- lar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (C) Seller has received no notice, nor does Seller have any Knowledge, of any failure to obtain approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation of the Stores and to Seller's Knowledge the Stores have been operated and maintained in accordance with applicable laws, rules, and regulations; (D) Seller has received no notice from any landlord, any governmental authority or agency or any other party, nor does Seller have any Knowledge, of any violation or potential violation of annexation, zoning, land use or building code require- ments, subdivision map requirements, air and water quality control permits or state, county or city ordi- nances with regard to any parcel of Owned Property; (E) there are no Subleases or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of Owned Property and no security deposits have been paid to Seller thereunder other than as disclosed on Schedule 3(j)(I)(E); (F) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any Owned Property, includ- ing any outstanding options or rights of first refusal to purchase any Owned Property, or any portion thereof or interest therein except as set forth in Section 3(e)-2; (G) there are no parties (other than Seller) in possession of the Owned Proper- ty, other than Sublessees under any Subleases disclosed on Schedule 3(j)(I)(E) who are in possession of space to which they are entitled; and (H) all Stores located on the Owned Property are supplied with utilities and other similar Liens arising or incurred in services necessary for the ordinary course operation of business for sums not yet due and payable and such Liens facilities as they are being contested by Crescent in good faith, currently operated. (ii) Liens arising Seller has delivered to Buyer cor- rect and complete copies of all of the Leases and Subleases. With respect to each Lease and Sublease, as applicable: (A) the Lease and Sublease are legal, valid, binding, enforceable, and in full force and effect; (B) the Lease and Sublease set forth on Schedule 6(a)(v) can be assigned without Land- lord Consent except as set forth on Schedule 3(j)(ii)(B); (C) the property subject to the Lease is not located within any flood plain or resulting subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (D) Seller has not sent or received a notice of default, nor does Seller have any Knowledge, that any Party to a Lease or Sublease is in breach or default, and has no Knowledge that any event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration under any Lease or Sub- lease; (E) Seller has received no notice from any action taken by the Companylandlord, (iii) matters that would be disclosed by an accurate survey any governmental authority or inspection agency or any other party, nor does Seller have any Knowledge, of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due any violation or payablepotential violation of annexation, (v) any covenantszoning, conditionsland use or building code require- ments, restrictionssubdivision map requirements, reservationsair and water quality control permits or state, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments county or reports which have been made available city ordi- nances with regard to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in Store under the aggregate materially adversely affect the value or use of any of the Crescent Real Property Lease except as it is presently used and (vii) matters set forth in Schedule 4.2.12(a3(j)(ii)(E); (F) there are no other agree- ments between the parties to the Lease or Sublease, oral or written, except as set forth in the Lease or Sublease or on Schedule 3(j)(ii)(F); (G) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Lease or Sublease except as set forth on Schedule 3(j)(ii)(G); (H) Seller has received no notice, nor does Seller have any Knowledge, of any failure to obtain approvals of governmental authorities (including licenses and permits) required in connection with the operation of the Buyer Disclosure Schedule. "Crescent Leases" means Store subject to the real property leasesLease and has operated and maintained the Store in accordance with applicable laws, subleasesrules, licenses and regulations; (I) there are no pending or, to the Knowledge of Seller, threatened condemnation proceedings, lawsuits, or administrative actions relat- ing to the Leased Property and Seller has received no notice, nor does Seller have Knowledge, of any other matters materially adversely affecting the current use or occupancy agreements pursuant thereof; (J) Seller has no Knowledge of any material casualty or other casualty not adequately covered by insurance affecting the Store subject to which Crescent or any of its Subsidiaries the Lease; (K) the Store subject to the Lease is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent supplied with utilities and its Subsidiaries other services necessary for the conduct of, or otherwise material to, the business operation of Crescent and its Subsidiaries said Store as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property operated; and (L) the Store subject to the Lease abuts on and Crescent Leased Real Propertyhas direct vehicular access to a public road or has access to a public road via a perma- nent, irrevocable, appurtenant easement benefitting the properties on which the Store is located.

Real Property. (a) For purposes of this AgreementSchedule 3.15 lists and describes briefly all real property that Target owns, "Crescent Permitted Liens" means excluding the Bullhead Facility. With respect to the Real Property, except as set forth on Schedule 3.15(a): (i) mechanics'Target has good, carriers'marketable and indefeasible fee title to the parcel of real property, workers'free and clear of any Security Interest, repairers'easement, materialmen'scovenant, warehousemen's or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other similar Liens arising restrictions which do not impair the current use, occupancy, or incurred in value, or the ordinary course marketability of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faithtitle, of the Real Property; (ii) Liens arising there are no pending or, to the Knowledge of Seller and Target, threatened condemnation proceedings, lawsuits, or resulting from any action taken by administrative actions relating to the CompanyReal Property or other matters adversely affecting the current use, occupancy, or value of the Real Property; (iii) matters that would be disclosed by an accurate survey or inspection the buildings and improvements located on the Real Property are located within the boundary lines of the Crescent Real Property, are not in violation of applicable setback requirements, zoning Laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted nonconforming structure" classifications), and do not encroach on any easement which may burden the Real Property, and the Real Property (as defined hereafter) does not serve any adjoining property for any purpose inconsistent with the use of the Real Property, and the Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iv) Liens for current Taxes not yet due all facilities located on the Real Property have received all Governmental Approvals required in connection with the ownership or payableoperation thereof and have been operated and maintained in accordance with applicable Laws, rules, and regulations, including without limitation as may be applicable to the operation of hotels, restaurants, casinos and businesses generally; (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments except as disclosed on Schedule 3.15(a)(v) and other matters affecting title which are shown as exceptions than those with respect to guests, customers and invitees of the hotel, casino and restaurant operations located on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or Real Property in the aggregate materially adversely affect the value or use Ordinary Course of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property Business, there are no leases, subleases, licenses and licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant of any portion of the Real Property; (vi) there are no outstanding options or rights of first refusal to which Crescent or any of its Subsidiaries is purchase the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests any portion thereof or interest therein. "Crescent Leased ; (vii) other than those with respect to guests, customers and invitees of the hotel, casino and restaurant operations located on the Real Property in the Ordinary Course of Business, and other than tenants under any leases disclosed in Schedule 3.15(a)(v) who are in possession of space to which they are entitled, there are no parties other than Target in possession of the Real Property" means ; (viii) all interests in real property pursuant to Crescent Leases. "Crescent Owned facilities located on the Real Property" means the real property owned in fee by Crescent Property are supplied with utilities and its Subsidiaries other services necessary for the conduct ofoperation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with their current use and all applicable Laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the Real Property; and (ix) the Real Property abuts on and has direct vehicular access to a public road, or otherwise material tohas access to a public road via a permanent, irrevocable, appurtenant easement benefitting the business parcel of Crescent real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (b) There is no real property leased or subleased to Target in connection with the operation of its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property assets, properties and Crescent Leased Real Propertybusinesses.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection No part of the Crescent Real Property has been condemned, taken or expropriated by any provincial, state, municipal or any other competent authority and no alteration, repair, improvement or other work has been ordered or directed to be done or performed to or in respect of such property by any provincial, state, municipal or any other competent authority; (as defined hereafterb) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, there are no Liens, easements, encumbrancesencroachments, encroachments rights-of-way, work orders, licenses, concession agreements, leases or tenancies affecting the Real Property, save and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available except for Permitted Encumbrances; (c) there is nothing owing in respect of the Real Property including any leasehold property (to the Companyextent the Borrower is or may be liable for same) to any municipality or to any corporation or commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water or for the use thereof or for the fittings, machines, apparatus, meters or other things leased in respect thereof or for any work or service performed for any such corporation or commission in connection with such public utilities, except current charges and Permitted Encumbrances; (vid) the Borrower does not retain any other covenantsinterest, conditionsbeneficially or otherwise, restrictionsin any land abutting the Real Property either by way of fee or equity of redemption in, reservationsor a power or right to grant or exercise a power of appointment with respect to, rightsany such land abutting the Real Property; (e) the buildings on the Real Property are located entirely within the limits of such Real Property, non-monetary Liensas the case may be, easements, encumbrances, encroachments and other matters affecting title all present uses in respect of the Real Property may lawfully be continued and all permitted uses are satisfactory for the Borrower's current and intended purposes; (f) there are no unsatisfied judgments against the Borrower and there are no writs of execution which do not individually or in the aggregate materially adversely would affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leasesProperty, subleases, licenses and use or occupancy agreements pursuant including with respect to which Crescent or any of its Subsidiaries is interests in any leasehold property; (g) all real property taxes, including local improvement rates, have been paid to date in respect of the lessee, sublessee, licensee, user Real Property; (h) all accounts 49 44 for work and service performed and materials placed or occupant furnished upon or in respect of Crescent the Real Property, including any of its leasehold property, including any claims by any municipal, provincial or other competent authority, have been fully paid and no one is entitled to claim a lien under the CONSTRUCTION LIEN ACT of Ontario (or any similar law or legislation of any jurisdiction) against such Real Property or any part thereof; (i) the Lender's security interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means and Liens are not being granted with the real property owned in fee by Crescent and its Subsidiaries necessary for intention of securing the conduct offinancing of any alteration, addition or repair to, or otherwise material toany construction, erection, demolition or installation on or in respect of the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property or any structure thereon, nor are such security interests and Crescent Leased Real Propertyliens being taken to repay any mortgage the proceeds of which were so used; (j) no Inventory is located at any location not owned by and in the name of the Borrower except as indicated in EXHIBIT 5.19.

Real Property. (a) For purposes Schedule 2.11(a) contains a list of this Agreementall Leased Real Property of the Acquired Company which, "Crescent Permitted Liens" means except as set forth in Schedule 2.11(a), is used exclusively for or in connection with the Radar Business. A true copy of all leases (and all amendments thereto presently in effect) for the Leased Real Property have been delivered to Buyer. (b) All of the leases for Leased Real Property are valid and binding and in full force and effect. (c) The Acquired Company enjoys quiet possession under the leases for the Leased Real Property which are enforceable against the lessor, as applicable, in accordance with their terms. There is no default under any of the leases for the Leased Real Property on the part of the Acquired Company or, to Seller’s Knowledge, on the part of any other party thereto. To Seller’s Knowledge, no condition exists and no event has occurred which, with or without the passage of time or the giving of notice or both, would reasonably be expected to constitute such default. (d) Schedule 2.11 (d) sets forth a description of the real property owned by the Acquired Company which is used exclusively for or in connection with the Radar Business (the “Owned Real Property”). (e) A true copy of the deed for the Owned Real Property has been delivered to the Buyer. The Acquired Company is in actual possession of the Owned Real Property and has good, indefeasible and marketable title in fee simple to, and as of the Closing will own the Owned Real Property, free and clear of any Liens or exceptions other than (i) mechanics'Permitted Liens, carriers'(ii) those listed on Schedule 2.11 (e), workers'(iii) real property Taxes, repairers'if any, materialmen'saffecting the Owned Real Property only, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable payable, and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payablethe state of facts shown on the latest survey as of the date of such survey, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as Liens or exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually adversely impair materially the use or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property.

Real Property. (a) For purposes of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken No real property is owned by the Company, Company or any Subsidiary. (iiib) matters that would be disclosed by an accurate survey Schedule 4.13 contains a list and brief description of all real property in which the Company or inspection any Subsidiary has a leasehold interest held under leases (the "Leased Property") including the name of the Crescent Real lessor and any requirement of consent of the lessor to consummate the transactions contemplated hereby. The Leased Property constitutes all real properties used or occupied by the Company or the Subsidiaries. (as defined hereafterc) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available With respect to the CompanyLease Property, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property except as it is presently used and (vii) matters set forth in Schedule 4.2.12(a4.13: (i) with respect to the Leased Property, the Company or a Subsidiary is the owner and holder of all the leasehold estates purported to be granted by such related lease and each such lease is in full force and effect and constitutes a valid and binding obligation of the Buyer Disclosure Schedule. "Crescent Leases" means Company or Subsidiary; (ii) with respect to the real Leased Property, there have been no discussions or correspondence with the landlord or lessor concerning renewal terms for those leases scheduled to expire within 12 months of the date hereof; (iii) none of the buildings and fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the Subject Business, violates any restrictive covenant or any provision of any Law or encroaches on any property leasesowned by any other Person; (iv) there are no outstanding work orders from or required by any municipality, subleasespolice department, licenses fire department, sanitation, health or safety authorities or from any other Person and use there are no matters under discussion with or occupancy agreements pursuant to which Crescent by the Company or any of its Subsidiaries relating to such work orders; and (v) the Company is not a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases, copies of which have been provided to the Investors. With respect to each lease (i) the lease (or a notice in respect of the lease) has been properly registered in the appropriate land registry office, (ii) all rents and additional rents which are due and payable have been paid, (iii) no waiver, indulgence or postponement of the lessee's obligations has been granted by the lessor, sublessee(iv) there exists no event of default or event, licenseeoccurrence, user condition or occupant act (including the transactions contemplated hereby) which, with the giving of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material tonotice, the business lapse of Crescent time or the happening of any other event or condition, could become a default under the lease, and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Property(v) all of the covenants to be performed by any party under the leases have been fully performed.

Real Property. (a) For purposes Schedule 2.12 sets forth a correct and complete list of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent any Company Party (collectively, the “Owned Real Property”), (ii) all real property leased, occupied or used by any Company Party (collectively, the “Leased Real Property” and its Subsidiaries together with the Owned Real Property, the “Real Property”), and (iii) all leases, subleases and other material agreements or rights pursuant to which any Company Party or any Person has the right to occupy or use any Owned Real Property or Leased Real Property, as applicable. (b) Except as otherwise disclosed on Schedule 2.12, to the Company’s knowledge, all buildings and other improvements located on the Real Property (including, without limitation, all water, sewer, gas, electrical and HVAC systems servicing the same) are in good repair and operating condition. (c) To the Company’s knowledge, all buildings and other improvements located on the Real Property, and the use of the Real Property by the Company Parties, comply in all material respects with all Governmental Rules relating to zoning and land use and with all easements, covenants and other restrictions applicable to the Real Property, except, in each case, for any violations that would not have or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) To the Company’s knowledge, the Real Property: (i) is serviced by all utilities necessary for the Company Parties to conduct their respective businesses as currently conducted thereon; (ii) has means of ingress and egress, either directly or by means of perpetual easements or rights-of-way which run with the Real Property; and (iii) has parking that is sufficient to meet the needs of the Company Parties’ employees and business invitees; and (iv) is not located in whole or in part within an area identified as a flood hazard area by any Governmental Authority. (e) The leases described on Schedule 2.12 (individually, a “Lease,” and collectively, the “Leases”) are in full force and effect, and the Company or the Company Parties hold a valid, enforceable and existing leasehold interest under each of the Leases for the term set forth on Schedule 2.12. The Leases constitute all of the leases under which the Company and/or the Company Parties hold a leasehold interest in real estate. The Company has furnished to Buyer complete and accurate copies of each of the Leases, and none of the Leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies of the Leases furnished to Buyer. Neither the Company nor any of the Company Parties is in material default under such Leases, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material default by the Company or any of the Company Parties, or otherwise material topermit the termination, the business modification or acceleration of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyrent under such Lease.

Real Property. Exhibit C lists and describes briefly all real property that the Acquired Company owns (athe "Owned Property") For purposes and except as stated in Exhibit C and with respect to each such parcel of this Agreement, "Crescent Permitted Liens" means Owned Property: (i) mechanics'the identified owner has good and marketable title to the parcel of Owned Property, carriers', workers', repairers', materialmen's, warehousemen's free and other similar Liens arising or incurred in the ordinary course clear of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, all Liens, easements, encumbrancescovenants, encroachments or other restrictions, except for installments of special assessments of real estate Taxes not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (ii) there are no pending or, to the Knowledge of the Seller and the Directors and officers (and employees with responsibility for real estate matters) of the Acquired Company, threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting title adversely the current use, occupancy, or value thereof; (iii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning Laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which are shown as exceptions on Crescent's title insurance policies and/or title commitments may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or reports subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iv) all facilities have received all approvals of governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been made available to the Companyoperated and maintained in accordance with applicable Laws, rules, and regulations; (viv) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property there are no leases, subleases, licenses and licenses, concessions, or other Contracts, written or oral, granting to any party or parties the right of use or occupancy agreements pursuant of any portion of the parcel of Owned Property; (vi) there are no outstanding options or rights of first refusal to which Crescent or any purchase the parcel of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Owned Property, or interests any portion thereof or interest therein. "Crescent Leased Real Property" means ; (vii) there are no parties (other than the Acquired Company) in possession of the parcel of real property; (viii) all interests in facilities located on the parcel of real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent are supplied with utilities and its Subsidiaries other services necessary for the conduct ofoperation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property; and (ix) each parcel of real property abuts on and has direct vehicular access to a public road, or otherwise material tohas access to a public road via a permanent, irrevocable, appurtenant easement benefiting the business parcel of Crescent real property, and its Subsidiaries as it access to the property is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyprovided by paved public right-of-way with adequate curb cuts available.

Real Property. Except as set forth on Schedules 0 and 0, with respect to the Owned Facilities: (a) For purposes RISCI shall receive good and marketable title by special warranty deeds for the Owned Facilities in proper form for recording in the State of this AgreementSouth Carolina; (b) The Owned Facilities shall be free and clear of any Security Interest, "Crescent Permitted Liens" means (i) mechanics'easement, carriers'covenant, workers'or other restriction, repairers'except for installments of special assessments not yet delinquent and recorded easements, materialmen'scovenants, warehousemen's matters shown by the Survey attached as Schedule 0 and other similar Liens arising restrictions which do not impair the current use or incurred in occupancy, or the ordinary course marketability of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faithtitle, (ii) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection of the Crescent Real Property property subject thereto; (as defined hereafterc) (iv) Liens for current Taxes There shall not yet due be pending or payablethreatened condemnation proceedings, (v) lawsuits, or administrative actions of any covenantstype relating to the Owned Facilities, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and or other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments adversely the current use, or reports which have been made available to occupancy thereof, including unpaid tap fees, contemplated special assessments or zoning changes; (d) The legal description for the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or Owned Facilities contained in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means deed thereof shall describe the real property leasesforming a part of the Owned Facilities fully and adequately. The building and improvements located within the boundary lines of the described parcel of land (1) shall not be in violation of applicable setback requirements, subleaseszoning laws, and ordinances, (2) shall not encroach on any easement which may burden the land, and described parcel of land not serve any adjoining property for any purpose inconsistent with the use of the land, and (3) shall not be located within any flood plain or be included in any wetlands or be subject to any similar type restriction for which any permits or licenses necessary to the use thereof shall have not been obtained; and (e) The Owned Facilities shall abut and use or occupancy agreements pursuant have direct vehicular access to which Crescent or any of its Subsidiaries is the lesseea public road, sublessee, licensee, user or occupant of Crescent Real Propertydirect access to an operational railroad spur, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant have vehicular access to Crescent Leases. "Crescent a public road via a permanent, irrevocable, appurtenant easement benefiting the Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real PropertyFacility.

Real Property. (a) For purposes Section 3.13(a) of this Agreement, "Crescent Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, (ii) Liens arising or resulting from any action taken Company Disclosure Schedule lists each real property that is owned by the Company, Company and each of its Subsidiaries (iiithe “Owned Real Property”) matters that would be disclosed by an accurate survey or inspection of and identifies the Crescent material Owned Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payablethe “Material Owned Real Property”). Each of the Company and its Subsidiaries has good, (v) any covenantsvalid and marketable title to the Owned Real Property, conditions, restrictions, reservations, rights, free and clear of all Liens, easements, encumbrances, encroachments and other matters affecting title which than Permitted Liens. There are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to no outstanding Contracts for the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use sale of any of the Crescent Owned Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property there are no leases, subleases, licenses and use licenses, concessions or occupancy any other contracts or agreements pursuant granting to which Crescent any Person other than the Company or any of its Subsidiaries any right to the possession, use, occupancy or enjoyment of any of the Owned Real Property or any portion thereof. As of the date hereof, there are no existing, or to the Knowledge of the Company, any threatened or pending Actions or applicable condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Owned Real Property or any portion thereof. To the Knowledge of the Company, there is no violation of any covenant, condition, restriction, easement or agreement or order of any Governmental Authority relating to the lessee, sublessee, licensee, user or occupant of Crescent Material Owned Real Property, whether or interests thereinnot same are of record, that would, individually or in the aggregate, materially and adversely interfere with the use, occupancy or operation thereof as currently used, occupied and operated. "Crescent To the Knowledge of the Company, there are no encroachments or other facts or conditions affecting any parcel of the Material Owned Real Property that would, individually or in the aggregate, materially and adversely interfere with the use, occupancy or operation thereof as currently used, occupied and operated. To the Knowledge of the Company, there are no filed mechanic’s lien claims against the Owned Real Property in respect of completed or ongoing construction projects that relates to any failure to pay or any disputed payment by the Company or any of its Subsidiaries for services utilized in the project exceeding, individually or in the aggregate, $1 million. (b) Section 3.13(b) of the Company Disclosure Schedule lists each real property that is leased or subleased by the Company or any of its Subsidiaries (the “Leased Real Property" means all ”). Either the Company or one of its Subsidiaries is in possession of the property that is the subject of the Leased Real Property, and holds good and valid leasehold interests in real property pursuant the Leased Real Property free and clear of all Liens, other than Permitted Liens or Liens encumbering a lessor’s interest in the Leased Real Property incurred by the lessor. Each of the Material Leases (A) is in full force and effect and is valid and binding on the Company or its applicable Subsidiary, and (B) is enforceable against the Company or its applicable Subsidiary and, to Crescent Leasesthe Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting generally the enforcement of creditors’ rights and remedies and general principles of equity, including any limitations on the availability of the remedy of specific performance or injunctive relief regardless of whether specific performance or injunctive relief is sought in a proceeding at law or in equity. "Crescent (i) No material default by the Company or any of its Subsidiaries exists under any Material Lease, (ii) to the Knowledge of the Company, no material default by the landlord exists under any such Material Lease, (iii) to the Knowledge of the Company, no circumstance exists which, with the giving of notice, the passage of time or both, is reasonably expected to result in such a default by the Company or any of its Subsidiaries under any such Material Lease, and (iv) to the Knowledge of the Company, no circumstances exist which, with the giving of notice, the passage of time or both, is reasonably expected to result in such a default by the landlord under any such Material Lease. True, correct and complete copies of each of the Material Leases (and any amendments or modifications thereto) have been delivered to the Purchaser. All rents, additional rents, common area charges, escrow payments or similar charges or payments that are required to be made by the Company or any of its Subsidiaries under the Material Leases and are due and payable prior to and including the date of this Agreement have been paid in full without offset, claim or reduction. The transactions contemplated by this Agreement do not require the consent or approval of, payment of a penalty to, the landlord thereunder, or give the landlord thereunder the option to terminate any Material Lease. (c) To the Knowledge of the Company, there are no contractual or legal restrictions or physical defects that preclude or restrict, in a manner that, individually and in the aggregate, reasonably could be expected materially and adversely affect the ability of the Company or any of its Subsidiaries to use the Material Owned Real Property or the Material Leases (collectively, the “Real Property" means ”) for the real property owned purposes for which it is currently being used by the Company or such Subsidiary. (d) To the Knowledge of the Company, the Company and each applicable Subsidiary of the Company has received all approvals of any Governmental Authority, including building, zoning, administrative, occupational safety and health authorities, or such other approvals, including licenses and certificates of occupancy, under any applicable Legal Requirements, required to be obtained in fee connection with the ownership, use and operation of the Real Property for the purposes for which it is currently being used by Crescent the Company or such Subsidiary, except for such, which if not obtained would not, individually or in the aggregate, materially and its Subsidiaries adversely interfere with the use, occupancy or operation thereof. (e) No portion of the Real Property has suffered any material damage by fire or other casualty in the three (3) years immediately preceding the date of this Agreement that has not heretofore been repaired and restored to the condition necessary for the conduct ofCompany or the applicable Subsidiary of the Company to own and operate its business in accordance with good industry standards. As of the date hereof, or otherwise material to, no portion of the business of Crescent and its Subsidiaries as it Real Property is currently conducted. "Crescent Real Property" means Crescent Owned under construction in which the Company or any Subsidiary of the Company is obligated to pay $100,000 or more to any architect, contractor, subcontractor or materialmen for labor or materials to be performed, rendered or supplied to or in connection with any Real Property and Crescent Leased Real Propertyafter the date hereof with respect to any individual property.

Real Property. (a) For purposes Except as set forth on Schedule 2.11, none of this Agreementthe Companies owns, or has the right or option to acquire, or lease, use or occupy any real property (any such real property being referred to herein as the "Crescent Permitted Liens" means REAL PROPERTY"). (b) All agreements with respect to the ownership, and leases, easements, rights of way, licenses, usufructs and other non-fee simple interests granted to Companies in the Real Property (collectively, the "Real Property Documents") are listed in Schedule 2.11(b). The interests of Companies in and under each of the Real Property Documents are free and clear of any defects, claims or Liens and subject to no present Action or, to the knowledge of Parent, HTHF and Seller, threatened Action. (c) The Companies are lawfully in possession of all Real Property. (d) All of the Real Property owned by any of Companies (the "Owned Real Property") is free from any development, use or occupancy restrictions, except those imposed by applicable Laws, and from all special taxes or assessments, except those generally applicable to other properties in the tax districts in which the Real Property is located. There is lawfully available to all the Owned Real Property, through private easements and facilities or properly dedicated public easements and facilities, water, gas, sewer, electricity and telephone service sufficient to allow Companies' businesses to continue to be conducted as heretofore conducted by them, and all of which are now being utilized. (e) The present use and occupancy of the Real Property by Companies, and the present use, occupancy and operation by Companies, and all aspects of the improvements to the Owned Real Property (the "REAL PROPERTY IMPROVEMENTS"), are in compliance in all material respects with all, and not in violation of any, Laws and with all private restrictive covenants of record, and none of Seller, HTHF nor Parent has any knowledge of any proposed change therein that would materially affect any of the Real Property or its use, occupancy or operation, as appropriate. There exist no conflicts or disputes with any Government or Person relating to any Real Property or the activities thereon. All Real Property Improvements are located within the lot lines (and within the mandatory set-backs from such lot lines established by applicable Law or otherwise) and not over areas subject to easements or rights of way. All Real Property Improvements are in good condition and repair, suited for the operation of Companies' businesses. (f) Neither Companies nor any other Person has caused any work or improvements to be performed upon or made to any of the Real Property for which there remains outstanding any payment obligation that would or might serve as the basis for any Lien in favor of the Person who performed the work. (g) All requisite certificates of occupancy and other permits and approvals required with respect to the Real Property Improvements and the use, occupancy and operation thereof have been obtained and paid for and are currently in effect and free of restrictions. (h) Except as set forth on Schedule 2.11(b), no rent or use fee has been paid in advance, no security deposit has been paid and no brokerage commission is payable by Companies with respect to any Real Property Documents. (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faith, [INTENTIONALLY LEFT BLANK] (iij) Liens arising or resulting from any action taken by the Company, (iii) matters that would be disclosed by an accurate survey or inspection No portion of the Crescent Real Property (as defined hereafter) (iv) Liens for current Taxes not yet due or payable, (v) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it is presently used and (vii) matters set forth in Schedule 4.2.12(a) of the Buyer Disclosure Schedule. "Crescent Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which Crescent or any of its Subsidiaries is the lessee, sublessee, licensee, user or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased is located within any Special Flood Hazard Area designated by the Federal Emergency Management Agency, or in any area similarly designated by any Government. No portion of the Owned Real PropertyProperty has been designated "wetlands" within the jurisdiction of the U.S. Army Corp. of Engineers, or has been similarly designated by any Government. No portion of the Owned Real Property constitutes "wetlands" that have been filled, whether or not pursuant to appropriate permits. No portion of the Real Property is subject to any classification, designation or preliminary determination of any Government or pursuant to any Law which would restrict the use, development, occupancy or operation of the Real Property in connection with the business in any material respect.

Real Property. (a) For purposes Schedule 3.3(a) sets for a true, correct and complete list of this Agreementall real property or interests in real property that is owned in fee by Seller or its Affiliates (the “Owned Real Property”) or leased by Seller or its Affiliates (the “Leased Real Property”) that is used or held for use in the operation or conduct of the Business as currently conducted. The Facilities include all of the real property owned or leased by Seller or its Affiliates and used or held for use in the operation or conduct of the Business as currently conducted. (b) Seller or its applicable Affiliates have fee title to the Owned Real Property, "Crescent in each case free and clear of all Liens except Permitted Liens" means . There are no pending or, to Seller’s Knowledge, threatened condemnation Proceedings or other actions relating to any Facility. Except for the BFA Lease listed on Schedule 3.3(a), there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person the right to purchase, use or occupy any Facility or an interest in any Facility. (c) All Facilities have received all approvals of Governmental Authorities (including permits and certificates of occupancy or other similar certificates permitting lawful occupancy of the Facilities) required in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws in all material respects. (d) All Facilities are supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such Facilities as currently operated, and, to Seller’s Knowledge, there is no condition which would reasonably be expected to result in the termination of or reduction in the present access from any Facility to such utility services. (e) The improvements constructed on the Facilities are (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business for sums not yet due and payable and such Liens as are being contested by Crescent in good faithstructurally sound with no known material defects, (ii) Liens arising or resulting from any action taken by the Companyin good operating condition and repair in all material respects, subject to ordinary wear and tear, (iii) matters that would be disclosed by an accurate survey not in need of material maintenance, repair or inspection of the Crescent Real Property (as defined hereafter) correction except for ordinary routine maintenance and repair, (iv) Liens sufficient in all material respects for current Taxes not yet due or payable, the operation of the Business as presently conducted and (v) in conformity with all applicable Laws in all material respects. (f) Seller has not received written notice of any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on Crescent's title insurance policies and/or title commitments or reports which have been made available special assessment relating to the Company, (vi) any other covenants, conditions, restrictions, reservations, rights, non-monetary Liens, easements, encumbrances, encroachments and other matters affecting title which do not individually or in the aggregate materially adversely affect the value or use of any of the Crescent Real Property as it Facilities or any portion thereof and there is presently no pending or, to Seller’s Knowledge, threatened special assessment. (g) Except for the leases listed on Schedule 3.3(g), there are no real property leases pursuant to which Seller or its Affiliates lease from a third Person, or a third Person leases from Seller or its Affiliates, any real property used and (vii) matters set forth or held for use in Schedule 4.2.12(a) the operation or conduct of the Buyer Disclosure ScheduleBusiness. "Crescent Leases" means True and correct copies of all leases have been delivered or made available for review by Buyer. The leases are unmodified and in full force and effect, and there are no other agreements, written or oral, for the use and occupancy of the real property leased under the leases. Neither Seller nor its Affiliates, nor to the Seller’s Knowledge, any landlord or other party, is in Default under the leases, subleasesand, licenses and use or occupancy agreements pursuant to which Crescent the Seller’s Knowledge, no Defaults by Seller or any of its Subsidiaries is the lessee, sublessee, licensee, user landlord or occupant of Crescent Real Property, or interests therein. "Crescent Leased Real Property" means all interests in real property pursuant to Crescent Leases. "Crescent Owned Real Property" means the real property owned in fee by Crescent and its Subsidiaries necessary for the conduct of, or otherwise material to, the business of Crescent and its Subsidiaries as it is currently conducted. "Crescent Real Property" means Crescent Owned Real Property and Crescent Leased Real Propertyother party have been alleged thereunder.