Common use of The Properties Clause in Contracts

The Properties. (a) The Operating Partnership and the -------------- Subsidiaries have good and marketable title in fee simple to all of the Properties (excluding any Acquisition Property not yet acquired) and good and marketable title to all other real properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (i) are described in the Prospectuses or (ii) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries; (b) all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of the Subsidiaries that are required to be disclosed in the Prospectuses are disclosed therein; (c) neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof which would have a Material Adverse Effect; (d) each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; (e) none of the Company nor any Subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Company nor any Subsidiary knows of any such condemnation or zoning change which is threatened and which if consummated would have a Material Adverse Effect; and (f) no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults that would not have a Material Adverse Effect.

The Properties. (a) The Operating Partnership and the -------------- Subsidiaries have good and marketable title Borrower’s interest in fee simple to all of the Properties is accurately described in the Borrower’s Information Record; (excluding any Acquisition Property not yet acquiredb) and good and marketable title to all other real properties owned by them, the Borrower holds interest in each casethe Properties as is described in the Borrower’s Information Record, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind material Liens except such as (i) are described in the Prospectuses or Borrower’s Information Record; (iic) do not, singly or the unpatented mining claims comprising the Properties (the “Mining Claims”) are in good standing under applicable laws; (d) except in respect of permits to be obtained in the aggregateordinary course that are reasonably expected to be received by the Borrower in a timely fashion, materially affect the value of such property Borrower has all surface rights, access rights, and do not interfere with the use made other necessary rights, interests permits and authorizations necessary to carry on its current and proposed exploration activities, including without limitation leases, rights of way, rights to be made use, surface rights, easements, or other real property rights; (e) the Borrower has neither received, nor has knowledge of such property by there having been issued, any notice of decision regarding the Company validity or any forfeiture of its Subsidiaries; (b) all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of the Subsidiaries that are required to be disclosed in terms or provisions of the Prospectuses are disclosed therein; (c) neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof Mining Claims which would have a Material Adverse Effect; ; (df) each the Borrower has not received any notice of the Properties complies with all applicable zoning lawsrevocation or cancellation of, ordinancesor any intention to revoke or cancel, regulations and deed restrictions any of the licenses, leases, subleases, or other covenants in all material respects andinstruments conferring rights relating to any of the Mining Claims or any part thereof; (g) the execution, if delivery and performance of any of the Loan Documents by the Borrower, and the consummation of the transactions contemplated herein, will not cause a default or termination, or give rise to the extent right of termination, or rights of first refusal or other pre-emptive rights under any of the Mining Claims; (h) there is a failure no actual or, to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; (e) none the knowledge of the Company nor Borrower, threatened adverse claim against, or challenge to, the ownership of, or title to, the Mining Claims or any Subsidiary has received from other interests of the Borrower in the Properties; (i) except as disclosed in the Borrower’s Information Record, no third parties hold any governmental authority interests in the Properties, including any written notice rights of any condemnation first refusal or back-in rights, earn-in rights, leases, subleases, rights of first offer, option rights, or zoning change affecting similar rights or provisions; (j) except as disclosed in the Borrower’s Information Record, there are no outstanding contracts or options to acquire or purchase the Properties or any part thereofthereof or interest therein, and none of and, except as disclosed in the Company nor Borrower’s Information Record, no person has any Subsidiary knows of any such condemnation royalty or zoning change which is threatened and which if consummated would have a Material Adverse Effect; and other interest whatsoever in production or profits from the Properties; (fk) no lessee of any portion of any the Borrower has conducted all activities on or in respect of the Properties is in default under any material compliance, and, to the knowledge of the leases governing such Borrower, with all applicable laws; (l) the Borrower has no knowledge of any act or omission or any condition on the Properties and there is no event which, but for the passage of time which could be considered or the giving of notice or both, would constitute construed as a default under any of such leases, related Mining Claims except such defaults that as would not have a Material Adverse Effect.; (m) except as disclosed in the Borrower’s Information Record, the Borrower has no responsibility or obligation to pay any commission, royalty, earn-in licence, fee, or similar payment to any person with respect to the Properties; (n) all exploration permits, leases, concessions, license and mining claim payments, rentals, taxes, rates, assessments, maintenance fees and other governmental charges, owing in respect of the Mining Claims, the real property interests of the Borrower, or any part of the real property interests of the Borrower, have been paid in full up to the date of this Agreement, except where such failure to pay would not have a Material Adverse Effect; (o) all assessments or other work required to be performed and all maintenance fees required to be paid in relation to Mining Claims in order to maintain the Properties in good standing, have been performed to date and filed in accordance with applicable law, and the Borrower has complied in all material respects with all applicable laws in this connection, as well as with regard to legal, contractual obligations to third parties in this connection except for any non-compliance that could not either individually or in the aggregate have a Material Adverse Effect; (p) to the knowledge of the Borrower, there are no expropriations or similar proceedings of which the Borrower or any person has received notice against the Properties or any related Mining Claims; (q) the Borrower has made all payments required under all agreements to which it is a party with respect to the Properties or any part of them, with the exception of approximately $35,000 owing to Renaissance Gold Inc.

The Properties. (a) The Operating Partnership and the -------------- Subsidiaries have good and marketable title Borrower’s interest in fee simple to all of the Properties is accurately described in the Borrower’s Information Record; (excluding any Acquisition Property not yet acquiredb) and good and marketable title to all other real properties owned by them, the Borrower holds interest in each casethe Properties as is described in the Borrower’s Information Record, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind material Liens except such as (i) are described in the Prospectuses or Borrower’s Information Record; (iic) do not, singly or the unpatented mining claims comprising the Properties (the “Mining Claims”) are in good standing under applicable laws; (d) except in respect of permits to be obtained in the aggregateordinary course that are reasonably expected to be received by the Borrower in a timely fashion, materially affect the value of such property Borrower has all surface rights, access rights, and do not interfere with the use made other necessary rights, interests permits and authorizations necessary to carry on its current and proposed exploration activities, including without limitation leases, rights of way, rights to be made use, surface rights, easements, or other real property rights; (e) the Borrower has neither received, nor has knowledge of such property by there having been issued, any notice of decision regarding the Company validity or any forfeiture of its Subsidiaries; (b) all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of the Subsidiaries that are required to be disclosed in terms or provisions of the Prospectuses are disclosed therein; (c) neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof Mining Claims which would have a Material Adverse Effect; ; (df) each the Borrower has not received any notice of the Properties complies with all applicable zoning lawsrevocation or cancellation of, ordinancesor any intention to revoke or cancel, regulations and deed restrictions any of the licenses, leases, subleases, or other covenants in all material respects andinstruments conferring rights relating to any of the Mining Claims or any part thereof; (g) the execution, if delivery and performance of any of the Loan Documents by the Borrower, and the consummation of the transactions contemplated herein, will not cause a default or termination, or give rise to the extent right of termination, or rights of first refusal or other pre-emptive rights under any of the Mining Claims; (h) there is a failure no actual or, to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; (e) none the knowledge of the Company nor Borrower, threatened adverse claim against, or challenge to, the ownership of, or title to, the Mining Claims or any Subsidiary has received from other interests of the Borrower in the Properties; (i) except as disclosed in the Borrower’s Information Record, no third parties hold any governmental authority interests in the Properties, including any written notice rights of any condemnation first refusal or back-in rights, earn-in rights, leases, subleases, rights of first offer, option rights, or zoning change affecting similar rights or provisions; (j) except as disclosed in the Borrower’s Information Record, there are no outstanding contracts or options to acquire or purchase the Properties or any part thereofthereof or interest therein, and none of and, except as disclosed in the Company nor Borrower’s Information Record, no person has any Subsidiary knows of any such condemnation royalty or zoning change which is threatened and which if consummated would have a Material Adverse Effect; and other interest whatsoever in production or profits from the Properties; (fk) no lessee of any portion of any the Borrower has conducted all activities on or in respect of the Properties is in default under any material compliance, and, to the knowledge of the leases governing such Borrower, with all applicable laws; (l) the Borrower has no knowledge of any act or omission or any condition on the Properties and there is no event which, but for the passage of time which could be considered or the giving of notice or both, would constitute construed as a default under any of such leases, related Mining Claims except such defaults that as would not have a Material Adverse Effect.; (m) except as disclosed in the Borrower’s Information Record, the Borrower has no responsibility or obligation to pay any commission, royalty, earn-in licence, fee, or similar payment to any person with respect to the Properties; (n) all exploration permits, leases, concessions, license and mining claim payments, rentals, taxes, rates, assessments, maintenance fees and other governmental charges, owing in respect of the Mining Claims, the real property interests of the Borrower, or any part of the real property interests of the Borrower, have been paid in full up to the date of this Agreement, except where such failure to pay would not have a Material Adverse Effect; (o) all assessments or other work required to be performed and all maintenance fees required to be paid in relation to Mining Claims in order to maintain the Properties in good standing, have been performed to date and filed in accordance with applicable law, and the Borrower has complied in all material respects with all applicable laws in this connection, as well as with regard to legal, contractual obligations to third parties in this connection except for any non-compliance that could not either individually or in the aggregate have a Material Adverse Effect; (p) to the knowledge of the Borrower, there are no expropriations or similar proceedings of which the Borrower or any person has received notice against the Properties or any related Mining Claims; (q) the Borrower has made all payments required under all agreements to which it is a party with respect to the Properties or any part of them, with the exception of approximately $35,000 owing to Renaissance Gold Inc.

The Properties. (a) The Operating Partnership and To Seller's knowledge, the -------------- Subsidiaries have good and marketable title in fee simple to all structural components of the Properties (excluding any Acquisition Property not yet acquired) and are in good and marketable title to all other real properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (i) are described in the Prospectuses or (ii) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries; physically sound condition; (b) all mortgagesAt the Closing, pledges, liens, security interests, claims, restrictions or encumbrances on or affecting Seller will own the properties and assets of Owned Properties subject only to the Company or any of the Subsidiaries that are required to be disclosed matters in the Prospectuses are disclosed therein; Approved Title (as hereinafter defined); (c) neither Seller is the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof which would have a Material Adverse Effect; (d) lessee under each of the Properties complies Leases. Each of the Leases is in full force and effect and is enforceable in accordance with all applicable zoning lawsits terms. Neither Seller nor, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to complybest of Seller's knowledge, such failure does not result the lessors are in a Material Adverse Effect and will not result in a forfeiture material breach or reversion of title; (e) none of the Company nor any Subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Company nor any Subsidiary knows of any such condemnation or zoning change which is threatened and which if consummated would have a Material Adverse Effect; and (f) no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties Leases and there is no event whichhas occurred which with notice or lapse of time, but for the passage of time or the giving of notice or both, would could constitute a material breach or default under any such Lease or could accelerate any obligation or create any lien or encumbrance under any such Lease. Except as disclosed in Schedule 1.1(d), Seller has not assigned any of its interest in any of the Leases. No claim has been asserted or, to the best of Seller's knowledge, exists that is adverse to the rights of Seller under any of the Leases; (d) A true, correct, and complete schedule of all service and other contracts affecting the Properties is attached as Schedule 3.12(d), identifying the contractor, his duties, the term of the contract, the rate of compensation payable, the length of notice required to cancel such leasescontract and stating whether such contract would be binding on Buyer and survive the Closing; (e) To Seller's knowledge, all utility connections located on the Properties (including without limitation gas, electricity, water, sanitary and storm sewage facilities) (i) are of sufficient size and capacity to service the Properties, (ii) have been completed, installed, activated and fully paid for and (iii) enter the Properties through adjoining public streets, or if they pass through adjoining private land, do so in accordance with valid public easements or private easements which will inure to the benefit of Buyer. Buyer as owner of the Owned Properties and lessee of the Leased Properties, shall at Closing have an unqualified right to use such facilities without paying any liens, "tap-in" fees or similar charges with respect to the use thereof, except such defaults that would for normal water and sewer rents and nominal charges for any additional connection thereto which Buyer's intended use may require; (f) To Seller's knowledge, there are presently in good standing and effect all licenses, certificates of occupancy, environmental impact reports and permits as may be required for the operation of the Properties, the failure to obtain which will not have a Material Adverse Effect.Effect on such Property or the business operations conducted thereon; (g) Seller has received no notice of any default or breach by Seller under any covenants, conditions, restrictions, rights-of-way, or easements which may affect the Properties or any portion thereof, and no such default or breach now exists; (h) To Seller's knowledge, the heating, air conditioning, mechanical, electrical and other systems and equipment used in connection with the Properties are operative and in good working condition, ordinary wear and tear excepted, and any repairs required prior to settlement shall be made by Seller at its sole cost and expense, unless the obligation to repair the same is that of the landlord, subtenant, or other party in priority of contract to Seller; and (i) To Seller's knowledge, the current uses at the Properties conform to the applicable zoning restrictions;

The Properties. (a) The Operating Partnership Properties constitute the only property owned, occupied or leased by the Company; (b) Other than in respect of the charges detailed in Part 2 of the Schedule, the Properties are free from all charges or encumbrances or other adverse interests and the -------------- Subsidiaries Company has not granted or agreed to grant any right or interest therein to any third party; (c) The Company has a valid leasehold tile to the Properties and all deeds and documents relating to the Company's leasehold title including any deeds of variation or landlords proposals in relation to any pending rent review (but excluding for the avoidance of doubt any superior tile) have good been disclosed to the Purchaser; declaring, without prejudice to the foregoing, that no warranty is given in respect of the terms of the Company's leasehold tile; (d) The Company is the legal and marketable beneficial owner of its leasehold title in fee simple to all the Properties; (e) The Company enjoys full vacant possession of the Properties unaffected by any leases, franchises, licences or other rights of occupation; (excluding f) The Company has not been advised of and the Warrantors are not aware of any Acquisition Property breach or contravention of or non-compliance with any obligations, restrictions, exceptions, reservations, conditions, agreements, statutory and/or common law requirements, bye-laws, orders and other stipulations or regulations affecting the Properties; Provided that this warranty shall not yet acquired) and good and marketable title apply to all other real properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claimsany obligations, restrictions or encumbrances and others as arise from the leases in terms of which the Company occupies the Properties; (g) There are no major repairs in excess of an estimated cost of (pound)10,000 in respect of each Property contracted for by the Company in respect of the Properties and the Warrantors are not aware of any kind except such as repairs, maintenance or renewals which have been or are anticipated to be contracted for, carried out or proposed by the landlord at any of the Properties which will result in the landlord seeking to recover any sum in excess of (pound)10,000 in respect of each or any Property; (h) There are no claims or disputes outstanding affecting the Company in relation to the maintenance or otherwise of the common parts or the provision of common services in relation to the Properties; (i) The Warrantors are described in not aware (without having made enquiry) and the Prospectuses Company has not been advised that any buildings and erections on the Properties have been erected, altered or (ii) do notextended without, singly or in the aggregatecontravention of all necessary permissions, materially affect the value of such property licences, consents and do warrants; (j) The Warrantors are not interfere with the use aware (without having made and proposed to be made of such property by the Company or any of its Subsidiaries; (benquiry) all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of the Subsidiaries that are required to be disclosed in the Prospectuses are disclosed therein; (c) neither the Company nor the Operating Partnership knows of any violation of any municipalcovenants, state stipulations, restrictions, or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof agreements which would have a Material Adverse Effect; material adverse effect on the business of the Company; (dk) each The Company's use of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants is not in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; (e) none contravention of the Town and Country Planning Acts; providing that this warranty shall relate only to use and not to any operational development; (l) The Company nor any Subsidiary has not received from any governmental authority any written notice of any condemnation of outstanding notices, orders or zoning change proposals injunctions or other proceedings under the Planning Acts or any other statutes or instruments adversely affecting the Properties or of any road or other proposals affecting the Properties; (m) The Warrantors are not aware (without having made enquiry) of any proposals made or intended to be made by the Local, Planning or any other competent Authority concerning the compulsory acquisition of all or any part thereofof the Properties; (n) The Properties are not subject to any improvement or other grants; (o) The Company has not received notice of any, and none the Warrantors (without having made any enquiry) are not aware of any contravention of the Offices, Shops and Railways Premises Act 1963 and the Health and Safety at Work etc. ▇▇▇ ▇▇▇▇; (p) The Properties have an adequate means of escape in case of fire and where required by law have a valid and current fire certificate; (q) Since the Accounts Date the Company nor has not entered into or concluded any Subsidiary knows contract for the acquisition or lease of any properties; (r) The Properties are served by mains drainage, water, gas and electricity and the Company has not been advised that the use of such condemnation services is precarious or zoning change depends on the continued consent or licence of any third party; (s) All buildings and all other erections on the Properties and/or part thereof are in such condition and state of repair as to be fit for the purpose for which they are at present used and so far as the Warrantors are aware, the Company will not require to spend in excess of (pound)10,000 per Property in respect of the year commencing from the Completion Date if the Company were to continue to carry out repairs and maintenance on a pattern consistent with that adopted by the Company in the 2 years prior to the Completion Date; (t) The rateable value of the Properties is as per the Valuation Roll, as detailed in the Disclosure Letter such rateable value does not reflect industrial de-rating and there are no rates appeals in progress in respect of the Properties; (u) The Company has not elected to waive exemption from VAT in respect of the Properties and disposal of the Company's interest in the Properties would not be standard rated for VAT purposes;- (v) The Company has complied timeously with all obligations under its leases relative to the Properties insofar as relating to payment of rent and service and other charges, there are no current or outstanding disputes with the landlords or requisitions from the landlords (including requisitions in respect of the carrying out of repairs, maintenance or renewal to the fabric of any of the Properties) and the landlords have not threatened to terminate any of the Company's leases; (w) The Company has no contingent liability in respect of any property which the Company does not occupy but in respect of which it is an intermediate tenant or a former tenant. (x) The Company does not have any actual or contingent liability of any nature whatsoever in respect of any freehold or leasehold land and buildings other than the Properties; (y) There is no obligation with respect to the Properties necessary to comply with the requirements of any competent authority exercising statutory or delegated powers which if consummated would have a Material Adverse Effecthas been notified to the Company but not implemented of which the Company is aware; (z) There are no disputes with any adjoining or neighbouring owner with respect to any boundary or with respect to any easement, right, means of access or other mailer whatsoever relating to the Properties; (aa) None of the buildings on the Properties has been altered or repaired by the Company during its period of occupation using any of the following materials or methods viz: high alumina cement, asbestos, calcium chloride, woodwool slabs or formers, salt or seawashed or dredged aggregates, silicate bricks, or crocidolite; and (f) no lessee of any portion the Warrantors are not aware of any of the Properties containing asbestos in a form which is in default under likely to have a material adverse effect on the operation of the business of the Company; (bb) The Company has not been advised by any landlord that it has failed to obtain any consent or approval which it requires to obtain pursuant to any of the leases governing under which the Properties are held; and the Company has not failed to obtain any such Properties consent or approval in circumstances in which a fair and reasonable landlord would be reasonably likely to seek to terminate the relevant lease having regard to limitations imposed upon the ability of landlords to terminate commercial leases by virtue of statute or common law; and the Company has not carried out alterations or additions to any Property having a cost in excess of (pound)10,000 without having obtained both the consent of the relevant landlord and any other consent required under the Town and Country Planning legislation or otherwise. 27.2 The Company has not contracted or agreed to purchase, sell, encumber or in any way or for any other purpose deal with the Company's interest in the Properties. 27.3 In respect of any property formerly owned or occupied by the Company, there is are no event which, but for outstanding liabilities in respect thereof which have not been disclosed to the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults that would not have a Material Adverse EffectPurchaser.

The Properties. 10.1 No Sale Subsidiary by its use or occupation of the Properties or any of them, contravenes any lease or other right under which it occupies the same and/or any requirement or restriction having the force of law. 10.2 Each Sale Subsidiary has complied with all covenants, conditions, restrictions, statutory and other requirements, by-laws, orders and regulations (aincluding any imposed by or pursuant to the Planning Acts (as defined in section 336 of the Town and Country Planning Act 1990) The Operating Partnership and or any Building Acts or Regulations) affecting each Property, none of which is of an unusual or onerous nature or prejudicially affects the -------------- Subsidiaries have good and marketable title in fee simple to all Property or the relevant Sale Subsidiary’s use, occupation or powers of disposal of the same. 10.3 So far as the Seller is aware, nothing has been done or has occurred which could prevent or restrict any development or use of the Properties (excluding or any Acquisition Property not yet acquired) and good and marketable title to all other real properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances part of any kind except such as (iof them) are described in the Prospectuses for which planning permission has been or (ii) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed is expected to be made obtained. 10.4 So far as the Seller is aware, no notices, orders, proposals, applications, requests or schedules of such property by the Company dilapidations affecting or any of its Subsidiaries; (b) all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or relating to any of the Subsidiaries that are required to be disclosed in the Prospectuses are disclosed therein; (c) neither the Company nor the Operating Partnership knows of Properties have been served or made by any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof which would have a Material Adverse Effect; (d) each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects person and, if and so far as the Seller is aware, there are no circumstances which are likely to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect any being served or made. 10.5 There exists no dispute between the Sale Subsidiaries and will not result in a forfeiture the landlord or reversion of title; (e) none of the Company nor any Subsidiary has received from any governmental authority any written notice of any condemnation of tenant or zoning change affecting the Properties or any part thereof, and none of the Company nor any Subsidiary knows of any such condemnation or zoning change which is threatened and which if consummated would have a Material Adverse Effect; and (f) no lessee of any portion occupier of any of the Properties is in default under (or any part of any of them) or the owner or occupier of any other premises adjacent to any of the leases governing Properties, and the Seller is not aware of any circumstances which may give rise to any such dispute. 10.6 There are no rights for any landlord to break the term and there are no circumstances which would entitle or require any landlord or any other person to exercise any power of entry upon, or right to be in possession of, any such Properties, or which would otherwise restrict or terminate the continued possession or occupation of any of them, and all rents and service charges in respect of any such Properties have been paid to date and there when due. 10.7 There is no event whichoutstanding monetary claim or liability (contingent or otherwise) affecting the Properties and, but in the case of any Property which is leasehold, there are no rent reviews in the course of being determined or exercisable by the landlord from a date prior to Completion. 10.8 Save for the passage Properties, no Sale Subsidiary owns, occupies or otherwise uses or has any interest in any land or buildings (whether of time freehold, leasehold or the giving other tenure) nor any rights or obligations to acquire any such interest, and no Sale Subsidiary has any liability (existing or contingent) in respect of notice any such land or bothbuilding previously owned, would constitute a default under occupied or otherwise used by it or in which it had any of such leases, except such defaults that would not have a Material Adverse Effectinterest.

The Properties. (a) The Operating Partnership and the -------------- Subsidiaries have either good and marketable title in fee simple or good and marketable leasehold title, as applicable, to all of the Properties (excluding any Acquisition Property not yet acquired) and good and marketable title to all other real properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (i) are described in the Prospectuses Prospectus or in documents incorporated by reference therein or (ii) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries; (b) all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of the Subsidiaries that are required to be disclosed in the Prospectuses Prospectus are disclosed therein or in documents incorporated by reference therein; (c) neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof which would have a Material Adverse Effect; (d) each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; (e) none of the Company nor any Subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Company nor any Subsidiary knows of any such condemnation or zoning change which is threatened and which if consummated would have a Material Adverse Effect; and (f) no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults that would not have a Material Adverse Effect.