Common use of Owned Real Property Clause in Contracts

Owned Real Property. Section 6.14(a) of the Caesars Disclosure Schedule contains a complete list and description of all Owned Real Property, and describes the record owner thereof as of the date hereof. (i) The Caesars Parties have made available to Growth Partners true and complete copies of the title insurance policies, title insurance reports and surveys for the Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) fee simple title to the Owned Real Property, free and clear of all Liens other than the applicable Permitted Liens. (iii) There are no Actions or unsatisfied Orders pending (or, to the Knowledge of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating to the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (iv) There are no pending condemnation, eminent domain, or similar Actions pending or, to the Knowledge of the Caesars Parties, threatened with regard to the Owned Real Property. (v) To the Knowledge of the Caesars Parties, there are no material violations or alleged material violations of any Laws with respect to the Owned Real Property, including but not limited to zoning and the Americans with Disabilities Act matters. To the Knowledge of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance of the Owned Real Property with any such Laws. (vi) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any of the Owned Real Property.

Owned Real Property. (i) Section 6.14(a3.11(a)(i) of the Caesars Company Disclosure Schedule contains Letter sets forth a true, correct and complete list and description of all real property owned by the Company and its Subsidiaries (individually, an “Owned Real Property, and describes the record owner thereof ”). Except as set forth in Section 3.11(b)(i) of the date hereof. (i) The Caesars Parties have made available to Growth Partners true and complete copies Company Disclosure Letter, neither the Company nor any of the title insurance policiesSubsidiaries leases, title insurance reports and surveys for subleases or licenses any portion of the Owned Real Property in the possession of to any Caesars Party Person and described on Section 6.14(a) no Person has any right to use or occupy any portion of the Caesars Disclosure Schedule. (ii) The relevant Company Party Owned Real Property. There are no outstanding options, rights of first offer or one rights of its Subsidiariesfirst refusal to purchase any Owned Real Property or any portion thereof. To the Company’s Knowledge, as applicablethere are no unrecorded options or contracts to purchase, holds valid and insurable (at ordinary rates) fee simple contracts for deed or mortgage commitments, sales agreements, participation agreements, mortgages, or unrecorded deeds, easements or rights-of-way for users or other instruments adversely affecting title to the Owned Real Property. (ii) Except as set forth in Section 3.11(a)(ii) of the Company Disclosure Letter, the Company has good, marketable fee simple title to each Owned Real Property free and clear of all Liens other than the applicable Liens, except for Permitted Liens. There is no pending or, to the Company’s Knowledge, threatened, action, suit or other proceeding (including condemnation or other eminent domain) affecting any Owned Real Property or any sale or other disposition of any Owned Real Property in lieu of condemnation. No Owned Real Property has suffered any material damage by fire or other casualty that has not been repaired and restored. (iii) There The use and occupancy of all Owned Real Property is in compliance in all material respects with all applicable Laws and all applicable insurance requirements. Neither the Company nor any of its Subsidiaries has received any written notice of any material violation or claimed material violation of any such Laws or applicable insurance requirements with respect to any Owned Real Property which have not been cured. No portion of any Owned Real Property relies on any facility (other than a facility of a public utility or community water and sewer company) not located on such applicable Owned Real Property to fulfill any zoning, building code or other requirement under applicable Law. To the Company’s Knowledge and other than as set forth in Section 3.11(a)(iii) of the Company Disclosure Letter, (A) there is no defect in any structural component of any improvement on any Owned Real Property, and (B) all improvements and fixtures on all Owned Real Property, including roofs, structures, electrical, plumbing and HVAC systems and equipment, are in good operating condition, subject to ordinary wear and tear. No work has been performed at the Owned Real Property, and no Actions or unsatisfied Orders pending (or, materials have been furnished to the Knowledge Owned Real Property, which though not presently the subject of a lien would reasonably be expected to give rise to mechanics’, materialmen’s or other liens against the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating to Company’s interest in the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Propertyportion thereof. (iv) There The Company has made available to Parent a true, correct and complete copy of all ALTA land title surveys and all title insurance commitments and policies that are no pending condemnationknown to be in the Company’s or its Subsidiary’s, eminent domainas applicable, possession or similar Actions pending or, to the Knowledge control that cover any of the Caesars Parties, threatened with regard to the Owned Real Property. (v) To The Company or a Subsidiary thereof, as applicable, presently enjoys peaceful and undisturbed possession of each parcel of Owned Real Property. Except as would not be material to the Knowledge Company and its Subsidiaries taken as a whole, (A) all Owned Real Property is adequately served by proper utilities, sufficient parking and other building services necessary for its current use and for compliance with all applicable Laws and certificates of occupancy and (B) each use of any Owned Real Property by the Caesars PartiesCompany or its Subsidiaries, there as applicable, is and has been valid, permitted and in conformance with the current zoning classification of such Owned Real Property. (vi) There are no material violations or alleged material violations of any Laws management fees with respect to the Owned Real Property and there are no unrecorded labor, mechanic’s or materialmen’s liens against the Owned Real Property. To the Company’s Knowledge, no work has been done on the Owned Real Property, nor notice received that work is to be done on the Owned Real Property by the municipality (county, city, borough or township), or at its direction, including but not limited to zoning the installation of water or sewer lines or of other utilities, or for improvements such as paving or repaving of streets or alleys, or the installation of curbs and the Americans with Disabilities Act matters. To the Knowledge sidewalks. (vii) The Company has received no written notice of the Caesars Partiespast or present violations of any covenants, there are no material inquiriesconditions, complaints, proceedings restrictions or investigations (excluding routine, periodic inspections) pending regarding compliance agreements for any of the Owned Real Property with that remains uncured, and any such Lawscharges or assessments provided for in the covenants, conditions and restrictions that have become due and payable have been duly paid and no amounts are outstanding. Without limiting the foregoing, to the Company’s Knowledge, the Company has not violated or defaulted under, or failed to pay any assessments due under (a) the Declaration of Covenants, Conditions and Restrictions for Reno Aircenter, recorded July 2, 1981, in Book 1647, Page 595 as Instrument No. 746669 in the official records of Washoe County, Nevada, as the same may have been supplemented and amended, or (b) the Declaration of Covenants, Conditions and Restrictions for Aircenter Business Park, recorded April 8, 1985, in Book 2152, Page 39 as Instrument No. 989073 in the official records of Washoe County, Nevada, as the same has been supplemented and amended. (viviii) None There are no special assessment proceedings, zoning, or other land-use regulation proceedings pending or, to the Company’s Knowledge, threatened in writing against the Owned Real Property. To the Company’s Knowledge, there is no action or proceeding, including but not limited to bankruptcy, which is now pending against the owners of the Owned Real Property in any state or federal court, nor is there any attachment, judgment or other encumbrance which may now constitute a Lien upon the Owned Real Property, nor are there any claims or pending claims against the Company Parties which may be satisfied through a Lien or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments attachment against any of the Owned Real Property.

Owned Real Property. Section 6.14(a(a) of the Caesars Disclosure Schedule contains a complete list Sellers have good and description of marketable title to all Owned Real Property, and describes . To the record owner thereof as best of the date hereof. (i) The Caesars Parties have made available to Growth Partners true and complete copies Sellers’ Knowledge there are no Hazardous Materials affecting any of the title insurance policies, title insurance reports and surveys for the Owned Real Property in the possession and there has been no alleged violation of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule.applicable Environmental Laws; (iib) The relevant Company Party or one To the best of its SubsidiariesSellers’ Knowledge, as applicable, holds valid and insurable (at ordinary rates) fee simple title to the Owned Real Property, free and clear of all Liens other than the applicable Permitted Liens. (iii) There are no Actions or unsatisfied Orders pending (or, to the Knowledge of the Caesars Parties, overtly contemplated or threatened) against Sellers have not received any Company Party or its Subsidiaries or otherwise relating to notice from any Governmental Entity that the Owned Real Property or any portion thereof, including the interests buildings and resorts, violates any zoning, building, fire, health, pollution, subdivision, environmental protection or waste disposal ordinance, code, law or regulation or any requirement contained in any hazard insurance policy covering the Owned Real Property. (c) To the best of Sellers’ Knowledge, Sellers are not presently in receipt of notice of any Company Party pending or, to Sellers’ Knowledge, threatened, legal action, monies owed or its Subsidiaries therein, which would be reasonably likely default of any kind from any homeowner’s associations related to materially impair the use, ownership, improvement, development and/or operation of or with respect to any interest in any Owned Real Property. (ivd) There are no pending condemnationSellers shall convey all of their right, eminent domain, or similar Actions pending or, to the Knowledge of the Caesars Parties, threatened with regard title and interest in and to the Owned Real Property.Property to Buyer at Closing by a Quit Claim Deed in the form attached hereto as Exhibit R. (ve) To the Knowledge of the Caesars Parties, there are no material violations or alleged material violations of any Laws with respect to the Owned Real Property, including but not limited to zoning Buyer acknowledges and the Americans with Disabilities Act matters. To the Knowledge of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance of confirms that the Owned Real Property with any such Laws. (vi) None included in this sale are the Timeshare interests in certain units and weeks at The Teton Club, A Condominium as set forth on Schedule 1E. Buyer confirms its understanding that commencing on the Closing Date, Buyer shall be responsible for the payment of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal againstreal estate taxes, or commenced proceedings to recoverHOA fees, real property tax assessments against any of association dues, maintenance fees and other obligations as required under the Owned Real PropertyProperty agreements, in each case, that become due and payable after the Closing Date and that were not due and payable prior to the Closing Date (no matter for what period the taxes are assessed), any and all of which were the responsibility of Sellers’ prior to the Closing Date.

Owned Real Property. Set forth in Section 6.14(a4.19(b) of the Caesars Company Disclosure Schedule contains a Letter is an accurate and complete list of the addresses and description recorded property descriptions of all of each CCG Entity’s right, title and interest in real property owned by such CCG Entity (such real property, together with any buildings, structures and improvements located thereon, and any other real property interests pertaining thereto, the “Owned Real Property”). With respect to Owned Real Property, the Seller has delivered or made available to the Purchaser true, complete and correct copies of the deeds and other instruments (as recorded) by which the CCG Entity acquired such Owned Real Property, and describes the record owner thereof as of the date hereof. (i) The Caesars Parties have made available to Growth Partners true and complete copies of the all title insurance policies, title insurance reports opinions, abstracts, surveys, and surveys for the Owned Real Property non-public records in the possession of the Seller or any Caesars Party CCG Entity and described on relating to the Owned Real Property. Except as set forth in Section 6.14(a4.19(b) of the Caesars Company Disclosure Schedule. Letter, with respect to such Owned Real Property: (iii) The relevant Company Party or one of its Subsidiaries, as applicable, holds each CCG Entity has good and valid and insurable (at ordinary rates) fee simple title to the Owned Real Property, Property free and clear of all Liens Liens, options, rights of first refusal, conditions, restrictions, leases, covenants or transfer restrictions (other than the applicable Permitted Liens. ) and (iiiii) There are there is no Actions or unsatisfied Orders pending (or, to the Knowledge of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating to the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (iv) There are no pending condemnation, expropriation or other like proceeding in eminent domain, or similar Actions domain pending or, to the Knowledge of the Caesars PartiesCompany, threatened with regard to threatened, against any Owned Real Property or any portion thereof or of any sale or other disposition of the Owned Real Property. Property or any part thereof in lieu of condemnation and (viii) To to the Knowledge of the Caesars PartiesCompany, there is no other proceeding relating to any Owned Real Property that would materially and adversely affect the current use or possession of any Owned Real Property. Each CCG Entity has sufficient title to such easements, rights of way and other rights appurtenant to each Owned Real Property as are necessary to permit ingress and egress to and from the Owned Real Property to a public way. The Real Property is all the real property used or held for use by the Company and the CCG Entities in connection with the operation of the Business. Except as set forth in Section 4.19(b) of the Company Disclosure Letter, to the Knowledge of the Company, there are no material violations Liens, options, rights of first refusal, conditions, restrictions, leases, covenants or alleged material violations of any Laws with respect transfer restrictions (other than Permitted Liens) affecting title to the Owned Real Property, including but not limited to zoning and other than as disclosed in the Americans with Disabilities Act matters. To the Knowledge of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspectionsPolicies for Title Insurance listed in Section 4.19(b) pending regarding compliance of the Owned Real Property with any such Laws. (vi) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any of the Owned Real PropertyDisclosure Letter.

Owned Real Property. Section 6.14(a) of the Caesars Disclosure Schedule 4.18 attached hereto contains a true, correct and complete list and description of (i) the legal descriptions of all Owned Real PropertyProperty and (ii) all Exceptions of which Pentair, FCH or the Company have Knowledge. Seller has caused to be prepared and describes delivered to Buyer a preliminary title commitment. Except for (A) Permitted Encumbrances, (B) matters set forth on Schedule 4.18, or (C) matters disclosed on the record owner thereof as surveys of the date hereof. (i) The Caesars Parties have made available to Growth Partners true and complete copies of the title insurance policies, title insurance reports and surveys for the all Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule.previously delivered to Buyer: (iia) The relevant Company Party No work has been performed on or one of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) fee simple title to the Owned Real Property, free and clear of all Liens other than the applicable Permitted Liens. (iii) There are no Actions or unsatisfied Orders pending (or, to the Knowledge of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating materials supplied to the Owned Real Property within any applicable statutory period that could give rise to any mechanic's or materialman's lien or other Encumbrances, except in the interests Ordinary Course of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real PropertyBusiness. (ivb) There are is no pending condemnation, eminent domain, or similar Actions pending or, to the Knowledge of the Caesars PartiesSeller, threatened condemnation or eminent domain proceeding with regard respect to the Owned Real Property. (vc) To Except as may be incurred in effecting the provisions of the Separation Agreement (and then, only to the extent set forth therein), there are no Encumbrances, including (i) Taxes pending or payable against the Owned Real Property, (ii) contingencies existing under which any assessment for real estate Taxes may be retroactively filed against the Owned Real Property, and (ii) Taxes, Permit fees or connection fees that must be paid respecting existing curb cuts, sewer hook-ups, water-main hook-ups or services of a like nature. (d) The Owned Real Property is, or Seller shall cause it to be after the date hereof, legally subdivided and, except as may relate to any such prospective subdivision, consists of separate tax lots so that it is assessed separately and apart from any other real property of Seller. (e) Except as may be incurred in effecting the provisions of the Separation Agreement (and then, only to the extent set forth therein), all installation charges for utility systems serving the Owned Real Property and all service charges therefor that are due and payable on or before the Closing Date have been paid by the Company on behalf of the Federal Division before the Closing Date, or appropriate provision therefor on the Closing Date Net Equity Statement will be made, to and including the Closing Date. (f) Except as set forth in Schedule 4.18, the Owned Real Property complies in all material respects with all applicable municipal zoning and building codes and ordinances; and there is no Action pending or, to the Knowledge of the Caesars PartiesCompany, there Seller and Pentair, threatened by any Governmental Agencies (or any other third party) claiming that the Owned Real Property violates any such codes or ordinances. (g) All buildings (including their respective utility systems) actively used in the administration of the Business and the manufacture and warehousing of the products of the Business are no in good operating condition and repair, and the operation thereof as presently conducted is not in material violations or alleged material violations violation of any Laws applicable Regulations, including any building code or zoning ordinance. Other buildings located on the Owned Real Property if not actively used are excluded from this representation. (h) Seller has delivered to Buyer copies of all title insurance policies and commitments and surveys, heretofore prepared for the Federal Division with respect to the Owned Real Property, including but not limited . No representation or warranty regarding the title to zoning and the Americans with Disabilities Act matters. To the Knowledge of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance of the Owned Real Property with any such Lawsshall survive Closing. (vi) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any of the Owned Real Property.

Owned Real Property. Section 6.14(a(a) of the Caesars Disclosure Schedule contains a complete list and description of all Owned Real Property, and describes the record owner thereof as of the date hereof. (i) The Caesars Parties have made available to Growth Partners true and complete copies of the title insurance policies, title insurance reports and surveys for the Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) Seller owns fee simple title to the Owned Real Property, free and clear of all Liens any Encumbrances other than the applicable Encumbrances described on Schedule 3.12(a). The Owned Real Property described on Schedule 2.01(a) comprises all of the real property owned by Seller that is associated with or employed in the operation of the Hospital Businesses. At Closing, Seller will convey to Buyer good and indefeasible fee simple title to all Owned Real Property, free and clear of any Encumbrances other than the Permitted LiensReal Property Encumbrances. (iiib) There are no Actions No Seller has received notice of condemnation or unsatisfied Orders pending (or, to the Knowledge of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise similar Proceedings relating to the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Propertypart thereof. (ivc) There The buildings standing on the Owned Real Property are in a state of good condition and repair, are structurally sound, and in need of no pending condemnationmaterial maintenance or repairs except for ordinary, eminent domainroutine maintenance. To Seller’s knowledge, or similar Actions pending orall essential utilities (including water, to the Knowledge of the Caesars Partiessewer, threatened with regard gas, electricity and telephone service) are available to the Owned Real Property. (v) To Property and, to Seller’s knowledge, no conditions exist that are reasonably likely to result in the Knowledge termination or reduction of the Caesars Parties, there are no material violations or alleged material violations of any Laws with respect to current access from the Owned Real Property, including but not limited Property to zoning and the Americans with Disabilities Act mattersexisting roadways. To the Knowledge of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance No part of the Owned Real Property with contains, is located within or abuts any such Lawsflood plain, navigable water or other body of water, tideland, wetland, marshland or other area that is subject to special State, federal or municipal regulation, control or protection (other than Legal Requirements pertaining to zoning or other land use restrictions customarily applicable to all real estate within the applicable jurisdiction). (vid) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any Except for tenants in possession of the Owned Real Property under Contracts described on Schedule 3.18, no Person other than Seller possesses, or claims possession of, adverse or not, any Owned Real Property, whether as lessee, tenant at sufferance, trespasser or otherwise. No tenant is entitled to any rebate, concession, or free rent, other than as reflected in the Contract with such tenant; no commitments have been made to any Tenant for repairs or improvements other than for normal repairs and maintenance in the future or improvements required by the tenant Contract; and no rents due under any of the Contracts with tenants have been assigned or hypothecated to, or encumbered by, any Person. All material obligations of Seller as landlord required to be performed under each of the tenant Contracts on or prior to the date of this agreement have been performed.

Owned Real Property. Section 6.14(a(a) of the Caesars Disclosure Schedule 3.16(a) contains a complete list correct legal description, street address and description tax parcel identification number of all Real Property in which the Company has an ownership interest, other than the Leased Real Property and the Other Inventory (“Owned Real Property, and describes the record owner thereof as of the date hereof”). (ib) The Caesars Parties have made available to Growth Partners true Owned Real Property and complete copies Leased Real Property constitutes all of the title insurance policiesReal Property used, title insurance reports and surveys held for use or intended to be used in, or otherwise related to, the Business. There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the knowledge of Seller, threatened, affecting any parcel of the Owned Real Property or any portion thereof or interest therein. All utility services or systems for the Owned Real Property in have been installed and are operational and sufficient for the possession of any Caesars Party and described on Section 6.14(a) operation of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one Business as currently conducted thereon. To the knowledge of its SubsidiariesSeller, the classification of each parcel of Owned Real Property under applicable zoning laws, ordinances and regulations permits the use and occupancy of such parcel and the operation of the Business as applicablecurrently conducted thereon, holds valid and insurable (permits the improvements located thereon as currently constructed, used and occupied. To the knowledge of Seller, there are sufficient parking spaces, loading docks and other facilities at ordinary rates) fee simple title such parcel to comply with such zoning laws, ordinances and regulations. To the knowledge of Seller, the Owned Real Property, free or any easement affecting the Owned Real Property, does not violate any building lines or set-back lines, and clear of all Liens other than there are no encroachments onto the applicable Permitted LiensOwned Real Property or any portion thereof. (iiic) There are Except as set forth in Schedule 3.16(c), no Actions work has been performed on or unsatisfied Orders pending (or, to the Knowledge of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating materials supplied with respect to the Owned Real Property within any applicable statutory period which could give rise to mechanics’ or materialmen’s liens; all bills and claims for labor performed and materials furnished to or for the interests benefit of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (iv) There are no pending condemnation, eminent domainProperty for all periods prior to the Closing have been, or similar Actions pending orprior to Closing, will be, paid or properly accrued on the Pre-Closing Balance Sheet in full (or incurred in the Ordinary Course of Business since the date of the Pre-Closing Balance Sheet), and, to the Knowledge knowledge of the Caesars PartiesSeller, threatened with regard to there are no mechanics’ or materialmen’s liens, whether or not perfected, on or affecting any portion of the Owned Real Property. (vd) To the Knowledge Correct and complete copies of the Caesars Parties(i) all deeds, there are no material violations existing title insurance policies and surveys of or alleged material violations of any Laws with respect pertaining to the Owned Real PropertyProperty and (ii) all instruments, including but not limited to zoning agreements and other documents evidencing, creating or constituting any Liens on Real Property in the Americans with Disabilities Act matters. To the Knowledge Company’s possession or control as of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance date of the Owned Real Property with any such Lawsthis Agreement have been delivered to Buyer. (vi) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any of the Owned Real Property.

Owned Real Property. With respect to the four parcels of Owned Property marked with an asterisk in Section 6.14(a4(j) of the Caesars Disclosure Schedule, the Certificates of Ownership and Encumbrances indicate an area that differs from the area shown in Section 4(j) of the Disclosure Schedule contains a complete list and description of all Owned Real Property, and describes in the record owner thereof as records of the date hereof. appropriate government registrar. With respect to the Owned Property consisting of a rice mill in Acarigua, as disclosed in Schedule 4(j) of the Disclosure Schedule, ownership is registered in the records of the appropriate government registrar in the name of an entity that was merged with Molinos Nacionales, C.A. (MONACA). Seller agrees to use its best efforts promptly (i) The Caesars Parties have made available to Growth Partners true obtain and complete copies deliver to Buyer revised Certificates of the title insurance policies, title insurance reports Ownership and surveys for the Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) fee simple title to the Owned Real Property, free and clear of all Liens other than the applicable Permitted Liens. (iii) There are no Actions or unsatisfied Orders pending (or, to the Knowledge of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating to the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (iv) There are no pending condemnation, eminent domain, or similar Actions pending or, to the Knowledge of the Caesars Parties, threatened with regard to the Owned Real Property. (v) To the Knowledge of the Caesars Parties, there are no material violations or alleged material violations of any Laws Encumbrances with respect to the four Owned Real PropertyProperties that are asterisked in Section 4(j) of the Disclosure Schedule that indicate the same area that is shown in Schedule 4(j) of the Disclosure Schedule, including but not limited and (ii) to zoning have the Owned Property consisting of a rice mill in Acarigua registered in the name of Molinos Nacionales, C.A. (MONACA) and to obtain a Certificate of Ownership and Encumbrances showing such registration. If Seller is unable to receive such revised Certificates of Ownership and Encumbrances or to effect such registration of the rice mill despite its best efforts, Seller, notwithstanding anything stated in this Agreement, hereby agrees to indemnify Buyer, the Company and the Americans with Disabilities Act matters. To the Knowledge Subsidiaries against any loss, liability, claim, damage or expense (including any material impairment of the Caesars Parties, there are no material inquiries, complaints, proceedings ownership or investigations (excluding routine, periodic inspectionsthe continued use and operation of such Owned Property in the current manner by the Subsidiary owning such Owned Property) pending regarding compliance that results from the disparity between the area of the four Owned Real Property with any such Laws. (viProperties asterisked in Schedule 4(j) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal againstDisclosure Schedule, or commenced proceedings to recover, real property tax assessments against any as shown in Schedule 4(j) of the Disclosure Schedule, and the area of such Owned Real PropertyProperties shown on the Certificates of Ownership and Encumbrances delivered to Buyer prior to the date of this Agreement or from the failure of the ownership of the rice mill in Acarigua to be registered in the name of Molinos Nacionales, C.A. (MONACA), without any thresholds, caps or time limitations on such indemnification. In consideration of this covenant and indemnification, Seller shall not be deemed to have breached Section 4(j) of this Agreement solely because of the area of the four asterisked Owned Properties shown on Schedule 4(j) of the Disclosure Schedule or the failure of the rice mill in Acarigua to be registered in the name of Molinos Nacionales, C.A. (MONACA), notwithstanding anything stated in Section 4(j).

Owned Real Property. (a) Section 6.14(a3.11(a) of the Caesars Disclosure Schedule contains sets forth a list, which is complete list and accurate, of the real property (including the fee title holder and a general description of all the uses for such real property) owned by the Subject Companies (the “Owned Real Property, and describes the record owner thereof as ”). One of the date hereof. (i) The Caesars Parties have made available to Growth Partners true Subject Companies has good and complete copies of the title insurance policies, title insurance reports and surveys for the Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) fee simple marketable title to the Owned Real PropertyProperty and, except for Permitted Liens, the Owned Real Property is free and clear of all Liens other than the applicable Permitted any Liens. (iiib) There are no Actions or unsatisfied Orders pending (or, to the Knowledge None of the Caesars PartiesSeller or any Subject Company has knowledge of or received any written notice of, overtly any pending or contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating to the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (iv) There are no pending condemnationrezoning, eminent domain, domain or similar Actions pending or, to the Knowledge of the Caesars Parties, threatened with regard to condemnation proceeding affecting the Owned Real Property. (vc) One of the Subject Companies is in peaceful and undisturbed possession of each parcel of Real Property, and neither the Seller nor any Subject Company has received written notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used. The Owned Real Property and the buildings are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the railroad industry in the United States. Except as set forth on Section 3.11(c) of the Disclosure Schedule, none of the Subject Companies have leased any parcel or any portion of any parcel of Owned Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement to which any of the Subject Companies is a party, nor have any of the Subject Companies assigned their interest under any lease listed on Section 3.11(a) of the Disclosure Schedule to any third-party. (d) Except as set forth on Section 3.11(d) of the Disclosure Schedule, neither the Seller nor any of the Subject Companies have received written notice that any of the improvements on the Real Property or any of the current uses and conditions thereof violate any applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances. (e) To the Knowledge knowledge of the Caesars PartiesSeller, all improvements on any Real Property are wholly within the lot or boundary limits of such Real Property and do not encroach on any adjoining premises and there are no material violations or alleged material violations of encroachments on any Laws with respect to the Owned Real Property, including but not limited to zoning and the Americans with Disabilities Act matters. To the Knowledge of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance of the Owned Real Property with or any such Lawseasement or property right or benefit appurtenant thereto by any improvements located on any adjoining premises. (vi) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any of the Owned Real Property.

Owned Real Property. Section 6.14(a(a) of the Caesars Disclosure Schedule 1.1(a) contains a complete list and description of all the Owned Real Property, and describes the record owner thereof as of the date hereof. (ib) The Caesars Parties have made available to Growth Partners true Seller will convey good and complete copies of the Marketable Title, such as is insurable by any reputable title insurance policiescompany, title insurance reports and surveys for the Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) fee simple title to the Owned Real Property, free and clear of all Liens encumbrances, except for easements, restrictions and other than encumbrances of record or visible from the ground, applicable Permitted Liens. zoning laws, building restrictions and all other laws of duly constituted public authorities, grants of public rights of way, standard exceptions in the title insurance policy (iii) There are no Actions or unsatisfied Orders pending (orexcept for those to be removed pursuant to Section 9.3), to and liens for taxes and assessments not delinquent. Seller shall maintain in effect from the Knowledge date of this Agreement until the Closing Date, all property, liability, fire and casualty insurance in effect as of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating date hereof with regard to the Owned Real Property or Property, including the interests of any Company Party or its Subsidiaries thereinstructures, which would be reasonably likely leasehold improvements and Fixed Assets relating to materially impair the use, ownership, improvement, development and/or operation of any Owned Real PropertyBranches. (ivc) There are no pending condemnationTo the knowledge of Seller, eminent domainSeller has not received any written notice of violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or similar Actions pending orother written notice of potential liability under applicable environmental, to the Knowledge of the Caesars Partieszoning, threatened with regard building, fire and other applicable laws and regulations relating to the Owned Real Property. (vd) To the Knowledge knowledge of Seller, Seller has not received any written notice of a condemnation proceeding relating to the Caesars PartiesBranches. (e) To Seller's knowledge, there are Seller has received no material violations or alleged material violations notice of any Laws with respect to existing or pending special assessments affecting the Owned Real Property, including but not limited to zoning and the Americans with Disabilities Act matters. which may be assessed by any governmental authority, water or sewer authority, drainage district or any other special taxing district. (f) To the Knowledge of the Caesars PartiesSeller's knowledge, there are no material inquiriesoutstanding agreements, complaintsoptions or commitments of any nature obligating Seller to transfer any of the Branches, proceedings Owned Real Property or investigations rights or interests therein to any other party. (excluding routineg) To Seller's knowledge there are no leases, periodic inspectionssubleases, licenses or other rental agreements or occupancy agreements (written or oral) pending regarding compliance which grant any possessory interest in and to any space situated on or in the Owned Real Property or that otherwise give rights with regard to the use of the Owned Real Property with or the Leased Facilities or any such Lawsportion thereof, except as set forth on Schedule 4.4(g). (vi) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any of the Owned Real Property.

Owned Real Property. Section 6.14(aSchedule 6.9(a) sets forth a list of each parcel of real property owned in fee simple by the Caesars Disclosure Schedule contains a complete list and description of all Owned Real Property, and describes the record owner thereof as of the date hereof. (i) The Caesars Parties have made available to Growth Partners true and complete copies of the title insurance policies, title insurance reports and surveys for the Owned Real Property in the possession of Company or any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one of its Subsidiaries, and such parcels, along with all buildings, fixtures (including trade fixtures) and any other improvements located thereon and all rights, easements, privileges, and other appurtenances thereto belonging or in any way appertaining are referred to as applicable, holds the "Owned Real Property." One or more of the Company and its Subsidiaries has good and valid and insurable (at ordinary rates) fee simple title to the Owned Real Property, free and clear of all Liens mortgages, liens, security interests, charges, and encumbrances, except for those easements, covenants, and other than restrictions that do not materially adversely affect the applicable Permitted Liens. (iii) There are no Actions or unsatisfied Orders pending (or, to current use of such real property. Neither the Knowledge Company nor any of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating to the has received written notice from any insurance company that it will require alteration of any Owned Real Property for continuance of a policy insuring such Owned Real Property or the interests maintenance of insurance rates with respect thereto. Neither the Company nor any of its Subsidiaries has entered into nor has any knowledge of any written development agreement or other written agreement that limits the Company's or any of the Subsidiaries' ability to protest Taxes, fixes minimum Taxes, or requires continued business operations. Neither the Company Party or nor any of its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation has received any written notice nor has any knowledge of any special assessments to be made against the Owned Real Property. (iv) There are no pending condemnation, eminent domain, or similar Actions pending or, to Property by any authority. To the Knowledge knowledge of the Caesars PartiesCompany, neither the Company nor any of its Subsidiaries has received any notice nor has any knowledge of any pending or threatened with regard governmental action that would impair access to the Owned Real Property. (v) To the Knowledge of the Caesars Parties, there . There are no material violations or alleged material violations of any Laws with respect sales contracts, lease agreements, options to the Owned Real Property, including but not limited to zoning and the Americans with Disabilities Act matters. To the Knowledge of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance of the Owned Real Property with any such Laws. (vi) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal againstpurchase, or commenced proceedings to recover, real property tax assessments against any rights of the Owned Real Property.first refusal or similar agreements with

Owned Real Property. (a) The real property owned by the Company and its Subsidiaries and described in Section 6.14(a3.18(a) of the Caesars Company Disclosure Schedule contains a complete list constitutes all of the real property owned by the Company and description its Subsidiaries (the “Owned Real Property”). Section 3.18(a) of all the Company Disclosure Schedule lists for each Owned Real Property, (i) the street address of each parcel of Owned Real Property, (ii) the current record owner of each such parcel of Owned Real Property, and describes (iii) the record owner thereof as identity of any lessee, licensee or other occupant of the date hereofOwned Real Property. (ib) The Caesars Parties have made available to Growth Partners true and complete copies of the title insurance policies, title insurance reports and surveys for the Owned Real Property Except as set forth in the possession of any Caesars Party and described on Section 6.14(a3.18(b) of the Caesars Company Disclosure Schedule. (ii) The relevant , the Company Party or one of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) Subsidiaries has fee simple title to the Owned Real Property, free and clear of all Liens encumbrances other than the applicable Permitted Liens. (iii) There are Encumbrances, and no Actions condemnation, eminent domain or unsatisfied Orders expropriation proceeding is pending (or, to the Knowledge of the Caesars PartiesCompany’s knowledge, overtly contemplated or threatened) threatened against any Company Party or its Subsidiaries or otherwise relating to the Owned Real Property or any material portion thereof. “Permitted Encumbrances” means with respect to any property or asset, any and all of the interests following: (i) Liens reflected in the consolidated financial statements as of September 26, 2004 (or in the notes thereto) contained in the Company SEC Documents or otherwise disclosed in the Company SEC Documents, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by the Company or any Company Party or of its Subsidiaries therein, which would be reasonably likely to materially impair in the use, ownership, improvement, development and/or operation of any Owned Real Property. its respective business, (iii) Liens for current Taxes not yet due and delinquent or being contested in good faith, (iv) There are no pending condemnation, eminent domain, or similar Actions pending or, to the Knowledge of the Caesars Parties, threatened with regard to the Owned Real Property. (v) To the Knowledge of the Caesars Parties, there are no material violations or alleged material violations of any Laws with respect to the Owned Real PropertyProperty in Waltham, including but not limited to zoning and Massachusetts, the Americans with Disabilities Act matters. To the Knowledge Liens shown in Schedule B of the Caesars Partiesfollowing title insurance policies: (A) Owner’s Policy of Title Insurance No. 02-PHI-0581GD, there are no material inquiriesdated August 15, complaints2002, proceedings or investigations issued by Fidelity National Title Insurance Company of New York to Polaroid Waltham Real Estate LLC, (excluding routineB) Owner’s Policy of Title Insurance No. C6514-OP, periodic inspectionsdated January 12, 2004, issued by Lawyers Title Insurance Corporation to Polaroid Xxxxxxx Real Estate LLC, and (C) pending regarding compliance Owner’s Policy of Title Insurance No. C7117-OP, dated May 12, 2004, issued by Lawyers Title Insurance Corporation to Polaroid Xxxxxxx Real Estate LLC, (v) with respect to the Owned Real Property in New Bedford, Massachusetts, the Liens shown in Schedule B of Owner’s Policy of Title Insurance No. 02-PHI-0582GD, dated September 30, 2002, issued by Fidelity National Title Insurance Company of New York to Polaroid New Bedford Real Estate LLC, and (v) with any such Laws. (vi) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings respect to recover, real property tax assessments against any of the Owned Real PropertyProperty other than the Owned Real Property located in Waltham, Massachusetts and New Bedford, Massachusetts, such Liens or other restrictions which have not had, and which could not reasonably be expected to have, a Company Material Adverse Effect.

Owned Real Property. Section 6.14(a) of the Caesars Disclosure Schedule contains SCHEDULE 1.9 sets forth a complete and correct list and description of all Owned Real Property. Except as disclosed on SCHEDULE 1.6, SCHEDULE 1.9, SCHEDULE 2.1, SCHEDULE 4.5, SCHEDULE 4.9, SCHEDULE 4.16 and describes the record owner thereof as of the date hereof.SCHEDULE 4.25: (ia) The Caesars Parties Company and/or the Subsidiaries have made available to Growth Partners true and complete copies of the title insurance policiesgood, title insurance reports and surveys for the Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one of its Subsidiariesvalid, as applicable, holds valid marketable and insurable (at ordinary rates) fee simple title to absolute interest in the Owned Real Property, free and clear . SCHEDULE 4.9 lists all policies of all Liens other than title insurance currently existing in favor of Company and/or the applicable Permitted Liens. (iii) There are no Actions or unsatisfied Orders pending (or, to the Knowledge of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating to the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (iv) There are no pending condemnation, eminent domain, or similar Actions pending or, to the Knowledge of the Caesars Parties, threatened with regard to the Owned Real Property. (v) To the Knowledge of the Caesars Parties, there are no material violations or alleged material violations of any Laws with respect to the Owned Real Property, including but not limited a copy of which policies have previously been provided to zoning Buyer. The Owned Real Property and the Americans with Disabilities Act matters. To Leased Real Property together constitute all real property currently used in the Knowledge operation of the Caesars Parties, there Station. (b) There are no material inquiriesLiens (except for Liens that will be released at Closing), complaintsrestrictions or encumbrances to title to any portion of the Owned Real Property. None of Seller, proceedings Company or investigations any Subsidiary has subjected the Owned Real Property to any unrecorded easements, rights, obligations, covenants, conditions, restrictions, limitations or agreements not of record. (excluding routinec) There is no pending condemnation or similar proceeding affecting the Owned Real Property or any portion thereof and, periodic inspectionsto Company's and Seller's Knowledge, no such action is presently contemplated or threatened against the Real Property. (d) pending regarding None of Seller, Company or any Subsidiary has received any notice from any insurance company of any defects or inadequacies in the Real Property or any part thereof which could adversely affect the insurability of the Real Property or the premiums for the insurance thereof. None of Seller, Company or any Subsidiary has received any notice from any insurance company which has issued or refused to issue a policy with respect to any portion of the Real Property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which full compliance has not been made. (e) There are no parties in possession of any portion of the Owned Real Property with other than Company and/or the Subsidiaries. There are no options or rights in any such Lawsparty to purchase or acquire any ownership interest in the Owned Real Property, including without limitation pursuant to any executory contracts of sale, rights of first refusal or options. (vif) None To Company's and Seller's Knowledge, no zoning, subdivision, building, health, land-use, fire or other federal, state or municipal law, ordinance, regulation or restriction is violated by the continued maintenance, operation, use or occupancy of the Owned Real Property or any tract or portion thereof or interest therein in its present manner, except for such violations which would not have a Material Adverse Effect. To Company's and Seller's Knowledge, the current use of the Real Property and all parts thereof as aforesaid does not violate any restrictive covenants affecting the Real Property. No current use by Company Parties and/or the Subsidiaries of the Owned Real Property or their respective Subsidiaries have filed notices any improvement located thereon or, to Company's and Seller's Knowledge, any current use of protest the Leased Real Property is dependent on a nonconforming use or appeal againstother approval from a governmental authority, the absence of which would significantly limit the use of any of the properties or commenced proceedings assets in the operation of the Station. (g) To Company's and Seller's Knowledge, there is no law, ordinance, order, regulation or requirement now in existence which could reasonably be expected to recover, real property tax assessments against require any expenditure to modify or improve any of the Owned Real Property in order to bring it into compliance therewith. (h) The Real Property has adequate access to and from completed, dedicated and accepted public roads, and there is no pending, or to Company's and Seller's Knowledge, threatened, governmental proceeding which could impair or curtail such access. No improvement or portion thereof is dependent for its access, operation, or utility on any land, building, or other improvement not included in the Real Property. (i) There are presently in existence water, sewer, gas and/or electrical lines or private systems on the Real Property which have been completed, installed and paid for and which are sufficient to service adequately the current operations of each building, facility or tower located on the Real Property, as the case may be. (j) To Company's and Seller's Knowledge, there are no structural, electrical, mechanical, plumbing, air conditioning, heating or other defects in the buildings located on the Owned Real Property; the roofs of the building located on the Owned Real Property are free from structural defects, leaks and are in good condition, and adequate to operate such facilities as currently used. To Company's and Seller's Knowledge, all towers, antennae, fixtures and improvements on the Owned Real Property are suitable for the current operation of the Station. (k) To Company's and Seller's Knowledge, there are no assessments, general or special, which have been or are in the process of being levied against the Real Property, and Company and Seller have no Knowledge of any contemplated assessments. (l) All Environmental Permits and Licenses which are necessary to permit the lawful access, use and operation of the buildings and improvements located on the Real Property for their present and intended use have been obtained, are in full force and effect, and to Company's and Seller's Knowledge, there is no pending threat of modification or cancellation of any such Environmental Permits and Licenses. None of Seller, Company or any Subsidiary has received or been informed by a third party of the receipt by it of any written notice from any governmental authority having jurisdiction over the Real Property threatening a suspension, revocation, modification or cancellation of any Environmental Permit or License.

Owned Real Property. Section 6.14(a) of the Caesars Disclosure Schedule contains SCHEDULE 1.9 sets forth a complete and correct list and description of all Owned Real Property. Except as disclosed on SCHEDULE 1.6, SCHEDULE 1.9, SCHEDULE 2.1, and describes the record owner thereof as of the date hereof.SCHEDULE 4.9: (ia) The Caesars Parties Sellers have made available to Growth Partners true and complete copies of the title insurance policiesgood, title insurance reports and surveys for the Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one of its Subsidiariesvalid, as applicable, holds valid marketable and insurable (at ordinary rates) fee simple title to absolute interest in the Owned Real Property, free and clear . SCHEDULE 4.9 lists all policies of all Liens other than the applicable Permitted Liens. (iii) There are no Actions or unsatisfied Orders pending (or, to the Knowledge title insurance currently existing in favor of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating to the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (iv) There are no pending condemnation, eminent domain, or similar Actions pending or, to the Knowledge of the Caesars Parties, threatened with regard to the Owned Real Property. (v) To the Knowledge of the Caesars Parties, there are no material violations or alleged material violations of any Laws Sellers with respect to the Owned Real Property, including but not limited a copy of which policies have previously been provided to zoning Buyer. The Owned Real Property and the Americans with Disabilities Act matters. To Leased Real Property together constitutes all real property used or useable in the Knowledge operation of the Caesars Parties, there Station. (b) There are no material inquiriesLiens, complaintsrestrictions or encumbrances to title to any portion of the Owned Real Property. Sellers have not subjected the Owned Real Property or the improvements thereon to any unrecorded contracts, proceedings deeds, options, leases, easements, rights, obligations, covenants, conditions, restrictions, limitations or investigations agreements not of record. (excluding routinec) There is no pending condemnation or similar proceeding affecting the Owned Real Property or any portion thereof and, periodic inspectionsto Sellers' Knowledge, no such action is presently contemplated or threatened against the Real Property. (d) pending regarding Sellers have not received any notice from any insurance company of any defects or inadequacies in the Real Property or any part thereof which could adversely affect the insurability of the Real Property or the premiums for the insurance thereof. Sellers have not received any notice from any insurance company which has issued or refused to issue a policy with respect to any portion of the Real Property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which full compliance has not been made. (e) There are no parties in possession of any portion of the Owned Real Property with other than Sellers. There are no options or rights in any such Lawsparty to purchase or acquire any ownership interest in the Owned Real Property, including without limitation pursuant to any executory contracts of sale, rights of first refusal or options. (vif) None To Sellers' Knowledge, no zoning, subdivision, building, health, land-use, fire or other federal, state or municipal law, ordinance, regulation or restriction is violated by the continued maintenance, operation, use or occupancy of the Company Parties Owned Real Property or their respective Subsidiaries any tract or portion thereof or interest therein in its present manner, except for such violations which would not have filed notices a Material Adverse Effect. To Sellers' Knowledge, the current use of protest the Real Property and all parts thereof as aforesaid does not violate any restrictive covenants affecting the Real Property. No current use by Sellers of the Owned Real Property or appeal againstany improvement located thereon or, to Sellers' Knowledge, any current use of the Leased Real Property is dependent on a nonconforming use or commenced proceedings other approval from a governmental authority, the absence of which would significantly limit the use of any of the properties or assets in the operation of the Station. (g) To Sellers' Knowledge, there is no law, ordinance, order, regulation or requirement now in existence which could reasonably be expected to recover, real property tax assessments against require any expenditure to modify or improve any of the Owned Real Property in order to bring it into compliance therewith. (h) The Real Property has adequate access to and from completed, dedicated and accepted public roads, and there is no pending, or to Sellers' Knowledge, threatened, governmental proceeding which could impair or curtail such access. No improvement or portion thereof is dependent for its access, operation, or utility on any land, building, or other improvement not included in the Real Property. (i) There are presently in existence water, sewer, gas and/or electrical lines or private systems on the Real Property which have been completed, installed and paid for and which are sufficient to service adequately the current operations of each building, facility or tower located on the Real Property, as the case may be. (j) To Sellers' Knowledge, there are no structural, electrical, mechanical, plumbing, air conditioning, heating or other defects in the buildings located on the Owned Real Property; the roofs of the building located on the Owned Real Property are free from structural defects, leaks and are in good condition, and adequate to operate such facilities as currently used. To Sellers' Knowledge, all towers, antennae, fixtures and improvements on the Owned Real Property are suitable for the current operation of the Station. (k) To Sellers' Knowledge, there are no assessments, general or special, which have been or are in the process of being levied against the Real Property, and Sellers have no Knowledge of any contemplated assessments. (l) All Environmental Permits and Licenses which are necessary to permit the lawful access, use and operation of the buildings and improvements located on the Real Property for their present and intended use have been obtained, are in full force and effect, and to Sellers' Knowledge, there is no pending threat of modification or cancellation of any such Environmental Permits and Licenses. Sellers have not received or been informed by a third party of the receipt by it of any written notice from any governmental authority having jurisdiction over the Real Property threatening a suspension, revocation, modification or cancellation of any Environmental Permit or License.

Owned Real Property. (a) Section 6.14(a2.11(a) of the Caesars Disclosure Schedule contains sets forth a complete list and description the location of all Owned real property that is owned or used by the Company or any of its Subsidiaries or that is reflected as an asset of the Company or any of its Subsidiaries on the Balance Sheet (the "Real Property, "). The Company has furnished to the Parent prior to the execution and describes the record owner thereof as delivery of the date hereof. (i) The Caesars Parties have made available to Growth Partners this Agreement true and complete copies of the title insurance policies(i) all deeds, title insurance reports policies and surveys for relating to the Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) fee simple title to all documents evidencing all Security Interests upon the Owned Real Property, free and clear of all Liens other than the applicable Permitted Liens. (iii) . There are no Actions proceedings, claims, disputes or unsatisfied Orders pending (orconditions affecting any Real Property that might materially curtail or interfere with the use of such property. Neither the whole nor any portion of the Real Property nor any other assets of the Company or any of its Subsidiaries is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Caesars PartiesCompany, overtly contemplated has any such condemnation, expropriation or threatened) against taking been proposed. Neither the Company nor any Company Party or of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or any of its Subsidiaries is a lessor, assignor or otherwise relating to makes available for use by any third party any portion of the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (ivb) There are no pending condemnation, eminent domainNeither the Company nor any of its Subsidiaries has received any notice of, or similar Actions pending orother writing referring to, to the Knowledge any requirements or recommendations by any insurance company that has issued a policy covering any part of the Caesars PartiesReal Property or by any board of fire underwriters or other body exercising similar functions, threatened with regard requiring or recommending any repairs or work to be done on any part of the Owned Real Property, which repair or work has not been completed. (vc) To The Company and each of its Subsidiaries has obtained all appropriate certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Knowledge Real Property in the manner in which the Real Property is currently being used and operated, except for those certificates, licenses, easements and rights of way that are ministerial in nature and are normally issued in due course upon application therefore without further action by the applicant. The Company and each of its Subsidiaries has all approvals, Permits (as defined below) and licenses (including any and all environmental Permits) necessary to own or operate the Real Property as currently owned and operated; and no such approvals, Permits or licenses will be required, as a result of the Caesars PartiesMerger, there are no material violations to be issued after the date hereof in order to permit the Company and its Subsidiaries, following the Closing, to continue to own or alleged material violations of any Laws with respect to operate the Owned Real Property, including but not limited to zoning and the Americans with Disabilities Act matters. To the Knowledge of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance of the Owned Real Property with in the same manner as heretofore, other than any such Lawsapprovals, Permits or licenses that are ministerial in nature and are normally issued in due course upon application therefore without further action by the applicant. (vi) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any of the Owned Real Property.

Owned Real Property. Section 6.14(a(a) Schedule 5.9(a) to the Disclosure Letter sets out the municipal address of the Caesars Disclosure Schedule contains Facility, a complete list and registrable legal description of all of the Owned Lands and the names of all Relevant Affiliates holding any interest in the Owned Real Property. The Relevant Affiliates set out on Schedule 5.9(a) to the Disclosure Letter have good, and describes the record owner thereof as of the date hereof. (i) The Caesars Parties have made available to Growth Partners true and complete copies of the title insurance policies, title insurance reports and surveys for the Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) fee simple marketable title to the Owned Real Property, Property free and clear of all Liens other than the applicable Encumbrances except Permitted LiensEncumbrances. (iiib) There are no Actions The present use of the Owned Real Property is in all material respects in conformity with all applicable Laws, including, without limitation, all applicable zoning laws, ordinances and regulations and with all registered deeds, restrictions of record or unsatisfied Orders pending other agreements affecting such Owned Real Property (orincluding all Permitted Encumbrances), and to the Knowledge of Seller there is no proposed change thereto that would so affect any of the Caesars PartiesOwned Real Property or the use thereof, overtly contemplated nor any violation thereof. There exists no Legal Proceedings with any regulatory authority or threatened) against any Company Party or its Subsidiaries or otherwise other person relating to the Owned Real Property or the interests activities conducted thereon. Since ***, no damage or destruction has occurred with respect to any of the Owned Real Property that would have a Material Adverse Effect whether or not covered by an enforceable insurance policy. Seller and its Affiliates have not received any notification of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (iv) There are no pending condemnation, eminent domain, or similar Actions pending orand, to the Knowledge of the Caesars Parties, threatened with regard Seller there are no material outstanding or incomplete work orders or deficiency notices relating to any of the Owned Real Property. (vc) The Improvements on the Owned Lands are located wholly within the boundaries of the Owned Lands (and within the mandatory set-back from such lot lines established by zoning ordinances or otherwise, except as set forth in the Certificate of Location attached hereto as Schedule 5.9(c) to the Disclosure Letter) and do not encroach upon any easement or right of way affecting the Owned Lands. There is no encroachment onto the Owned Lands by buildings or improvements from any adjoining lands. (d) The Improvements on the Owned Lands are in good condition and repair, and are suitable and adequate for the operation of the Business subject to reasonable wear and tear. (e) All Taxes with respect to the Owned Real Property and the Facility that are due have been paid in full, and there are no local improvement charges or special levies outstanding in respect of the Owned Real Property nor has Seller or any of its Relevant Affiliates received any written notification of any proposed local improvement charges or special levies that would affect the Owned Real Property. (f) The Owned Lands are served by all utilities and other services required for the operation of the Business and such utilities and services are sufficient for the operation of the Facility as the same is currently operated. (g) The Owned Lands have full and free legally enforceable access to and from public roadways, which access is sufficient for the purposes of the operation of the Business. (h) The Owned Lands are zoned so as to permit their current use for industrial buildings and office buildings with related parking facilities. Since ***, the Facility has passed all inspections by all Governmental Authorities having jurisdiction over it. (i) Except as set forth in Schedule 5.9(i) to the Disclosure Letter, neither Seller nor any of its Affiliates has leased or otherwise granted to any Person (other than pursuant to this Agreement) any right to occupy or possess or otherwise encumber any portion of the Owned Real Property or given notice to any Third Party of their intent to do the same. (j) Neither Seller nor any of its Affiliates is a party to or obligated under any option, right of first refusal or other contractual right to sell or dispose of any of the Owned Real Property, or any portion thereof or interest therein, to any Person (other than pursuant to this Agreement). (k) To the Knowledge of the Caesars PartiesSeller, there are no material violations expropriation or alleged material violations condemnation proceedings pending against the Owned Lands, and, to the Knowledge of Seller, there are no expropriation or condemnation proceedings threatened or proposed against the Owned Lands. (l) All requisite certificates of occupancy and other permits or approvals required with respect to the Improvements and the occupancy and use thereof have been obtained and are currently in effect. (m) Prior to the date of this Agreement, and provided such documents are in the possession of Seller or any Laws Affiliate of Seller or any of their respective representatives or agents (or for which Seller or any Affiliate of Seller or any of their respective representatives or agents have the right to deliver), Seller has delivered to, or made available for review by, Purchasers true and correct copies of all deeds, mortgages, surveys, certificates of location, title opinions and reports on title, licenses, title insurance policies, permanent certificates of occupancy, or equivalent documentation with respect to the Owned Real Property, including but not limited appraisals, valuations or other information evidencing the market value of the Owned Real Property, any reports or findings relating to zoning building inspections, roof conditions, structural elements, services or other physical condition of the Improvements and Owned Real Property, material evidencing Encumbrances and Appurtenances, materials relating to notices of violation or deficiency notices affecting the Americans with Disabilities Act mattersOwned Real Property and other documents relating to or affecting the title to the Owned Real Property, and all of the same are identified on Schedule 5.9(m) to the Disclosure Letter. To the Knowledge of Seller, none of the Caesars Parties, there are no documents identified on such Schedule 5.9(m) and delivered to Purchasers has been amended or rescinded. (n) All material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance Appurtenances necessary for the continued use and operation of the Owned Real Property with any such Laws. (vifor the Business are listed in Schedule 5.9(a) None to the Disclosure Letter and none of the Company Parties contracts creating or their respective Subsidiaries have filed notices governing such material Appurtenances requires the consent of protest or appeal against, or commenced proceedings any other party to recover, real property tax assessments against any of the Owned Real Propertytransactions contemplated by this Agreement.

Owned Real Property. (a) Section 6.14(aC-27(a) of the Caesars Corporation Disclosure Schedule contains Letter sets forth a complete list and description of all Owned Real Property, the real and describes immovable property owned by the record owner thereof as of the date hereof. Corporation and its Subsidiaries (i) The Caesars Parties have made available to Growth Partners true and complete copies of the title insurance policies, title insurance reports and surveys for the Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) Properties). The relevant Company Party Corporation or one of its Subsidiaries, as applicable, holds valid is the absolute registered and insurable (at ordinary rates) beneficial owner of, and has good and marketable fee simple title to to, all of the Owned Real PropertyProperties, free and clear of all Liens other than the applicable any Liens, except for Permitted Liens. There are no outstanding agreements, options or rights of first offer or refusal to purchase the Owned Properties, or any portion thereof or interest therein. (iiib) There are no Actions or unsatisfied Orders pending (orExcept as disclosed in Section C-27(b) of the Corporation Disclosure Letter, all of the buildings and fixtures on the Owned Properties are, to the Knowledge knowledge of the Caesars PartiesCorporation, overtly contemplated or threatened) against any Company Party constructed in accordance with applicable Law, and the Corporation or its Subsidiaries or otherwise relating have adequate rights of ingress and egress to and from the Owned Real Property Properties. None of the Owned Properties or the interests buildings or fixtures thereon, nor their use, operation or maintenance, violates any restrictive covenant or any provision of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of Law in any Owned Real Property. (iv) There are no pending material respect. No condemnation, eminent domain, rezoning or similar Actions expropriation proceeding is pending or, to the Knowledge knowledge of the Caesars PartiesCorporation, threatened with regard to the Owned Real Property. (v) To the Knowledge of the Caesars Parties, there are no material violations or alleged material violations of any Laws with respect to the Owned Real Property, including but not limited to zoning and the Americans with Disabilities Act matters. To the Knowledge of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance of the Owned Real Property with any such Laws. (vi) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any of the Owned Real Properties which could preclude or materially impair the use or marketability of any of such properties for the purposes of for which they are currently used. To the knowledge of the Corporation, there are no outstanding work orders from or required by any municipality, police department, fire department, sanitation, health or safety authorities or from any other Person, and there are no matters under discussion with or by the Corporation or the Subsidiaries relating to any work orders in respect of the Owned Properties. (c) The Owned Properties, together with the Leased Properties, are sufficient for the continued conduct of the business after the Effective Date in substantially the same manner as conducted before the Effective Date. (d) The Corporation and its Subsidiaries are not in default under and, to the knowledge of the Corporation, no counterparties are in default under any material covenant, easement or any other instrument or agreement affecting the Owned Property. (e) There is nothing owing by the Corporation or its Subsidiaries in respect of any of the Owned Properties to any municipality or municipal district, or to any other commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water, or for the use thereof, other than current accounts to be paid in the Ordinary Course. (f) Neither the Corporation nor any of its Subsidiaries owns, holds, is obligated under or is a party to, any option, right of first offer or refusal or other contractual right or obligation to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein. (g) Except as disclosed in Section C-27(g) of the Corporation Disclosure Letter, neither the Corporation nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Properties or any portion thereof.

Owned Real Property. (a) Section 6.14(a) 2.14 of the Caesars Disclosure Schedule contains a complete and correct list and description of all material real property and appurtenant easements owned by each Group Subsidiary (the "Owned Real Property, and describes the record owner thereof as of the date hereof"). (ib) The Caesars Parties have made available to Growth Partners true and complete copies Except as set forth in Section 2.14 of the Disclosure Schedule, each Group Subsidiary has good and marketable title insurance policies, title insurance reports and surveys for the to each parcel of Owned Real Property in identified as being owned by it on Section 2.14 of the possession Disclosure Schedule, free and clear of any Caesars Party and described on Section 6.14(aLiens, other than Liens for Taxes (as defined below) of the Caesars Disclosure Schedulenot yet due. (iic) The relevant Company Party There are no outstanding options or one rights of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) fee simple title first refusal to purchase the Owned Real Property, free and clear of all Liens other than the applicable Permitted Liensor any portion thereof or interest therein. (iiid) The Owned Real Property, the Leased Real Property (as defined below) and appurtenant easements listed in Section 2.14 of the Disclosure Schedule include all of the land, buildings, offices and structures necessary to the conduct of the business of the Group as it is currently being conducted in the Territory. (e) There are no Actions proceedings in eminent domain or unsatisfied Orders pending (or, to the Knowledge of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating to the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (iv) There are no pending condemnation, eminent domain, or other similar Actions proceedings pending or, to the Knowledge knowledge of the Caesars PartiesStanhome, threatened with regard to the Owned Real Property. (v) To the Knowledge of the Caesars Partiesthreatened, there are no material violations or alleged material violations of affecting any Laws with respect to the Owned Real Property, including but not limited to zoning and the Americans with Disabilities Act matters. To the Knowledge of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance portion of the Owned Real Property with any such Lawsthat would reasonably be expected to have a Material Adverse Effect. (vif) None To the knowledge of Stanhome, the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any current use and operation of the Owned Real PropertyProperty does not violate any applicable building, zoning, subdivision and other land use or similar laws, codes, ordinances, rules, regulations and orders of Governmental Entities (collectively, the "Real Property Law"), except as would not reasonably be expected to have a Material Adverse Effect, and neither Stanhome nor any of the Group Subsidiaries has received any notice of violation or claimed violation of any Real Property Law. To the knowledge of Stanhome, there is no pending or anticipated change in any Real Property Law that would reasonably be expected to have a Material Adverse Effect.

Owned Real Property. Section 6.14(a) of the Caesars Disclosure Schedule contains a complete list and description of all Owned Real Property, and describes the record owner thereof as of the date hereof. (ia) The Caesars Parties have made available to Growth Partners true Seller has good and complete copies of the title insurance policies, title insurance reports and surveys for the Owned Real Property in the possession of any Caesars Party and described on Section 6.14(a) of the Caesars Disclosure Schedule. (ii) The relevant Company Party or one of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) fee simple marketable title to the Owned Real Property, free and clear of all Liens other than liens and encumbrances, except for (and subject to) the applicable Permitted LiensEncumbrances. (iiib) There are no Actions Seller has provided Buyer copies of all material Due Diligence Documents in Seller’s possession or unsatisfied Orders pending (or, to the Knowledge of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise reasonable control relating to the Owned Real Property or the interests of any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (iv) There are no pending condemnation, eminent domain, or similar Actions pending or, to the Knowledge of the Caesars Parties, threatened with regard to the Owned Real Property. (c) Except as set forth on Schedule 4.4: (i) Seller has received no written notice of any outstanding uncured violations (A) under applicable zoning, platting, subdivision, use, building, environmental, health and safety, fire and other applicable laws and regulations applicable to the Owned Real Property, or (B) under any covenants, conditions, restrictions, rights of way, or easements relating to its Owned Real Property; (ii) There are no actual, pending or, to Seller’s knowledge, threatened condemnation proceedings relating to the Owned Real Property; (iii) The Owned Real Property is currently adequately serviced by all utilities necessary for the Seller’s operation of the Branches as presently used for financial institution offices; (iv) Seller has received no written notices or requests of any Governmental Entity, insurance company or board of fire underwriters (or organization exercising functions similar thereto), or mortgagee directed to Seller and requesting the performance of any work or alteration in respect to the Branches which has not been complied with; (v) To Seller is not a party to any leases, subleases, licenses or similar agreements permitting any party other than Seller to lease, use or occupy space in or on the Knowledge of Owned Real Property, subject to the Caesars Parties, there are no material violations Permitted Encumbrances; (vi) Seller has not granted any options to purchase or alleged material violations of any Laws similar agreements with respect to the Owned Real Property, including but not limited to zoning and the Americans with Disabilities Act matters. ; and (vii) To the Knowledge of the Caesars PartiesSeller’s Knowledge, there are no material inquiriesTaxes, complaintsassessments, proceedings water charges or investigations sewer charges relating to the Owned Real Property which are delinquent, and there are no special Tax assessments or charges for unpaid taxes pending or threatened against the Owned Real Property. (excluding routined) Except as set forth on Schedule 4.4, periodic inspectionsand except for the Permitted Encumbrances, (i) the Seller has not entered into any agreement regarding the Owned Real Property which will continue to bind the Buyer or the Owned Real Property after Closing, and (ii) the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding, or litigation of any kind, pending regarding compliance or threatened, which would adversely affect or limit the Buyer’s use and enjoyment of the Owned Real Property with any such Lawsor which would limit or restrict the Seller’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (vi) None of the Company Parties or their respective Subsidiaries have filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any of the Owned Real Property.

Owned Real Property. Section 6.14(a(a) Schedule 5.8(a) of the Caesars Disclosure Schedule contains a complete list and description of all Owned Real Propertylists, and describes the record owner thereof as of the date hereofof this Agreement, the street address of each parcel of Owned Real Property and the current owner of each parcel of Owned Real Property. (ib) Except as set forth on Schedule 5.8(b) of the Disclosure Schedule, no Seller Party is in material violation of any law, rule, regulation, ordinance or judgment of any Governmental Authority (including, without limitation, any building, planning or zoning law) relating to any of the Owned Real Property. The Caesars Seller Parties have made available to Growth Partners the Buyers true and complete copies of each deed for each parcel of Owned Real Property and all the title insurance policies, title insurance reports reports, surveys, title documents and surveys for other documents relating to or otherwise affecting the Owned Real Property as it relates to the Business. The Seller Parties are in peaceful and undisturbed possession of each parcel of Owned Real Property, and there are no contractual or legal restrictions that preclude or restrict the ability to use the Owned Real Property for the purposes for which it is currently being used. Immediately prior to the Closing, the Sellers will have good and marketable title to each parcel of Owned Real Property free and clear of all Encumbrances other than Permitted Encumbrances. There are no Persons in possession of any Caesars Party and described on Section 6.14(a) parcel of Owned Real Property other than the Caesars Disclosure ScheduleSeller Parties. (iic) The relevant Company Party No improvements on the Owned Real Property and none of the current uses and conditions thereof violate any Encumbrance, applicable deed restrictions or one other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the ownership or operation of its Subsidiaries, as applicable, holds valid and insurable (at ordinary rates) fee simple title to all improvements on the Owned Real Property, free and clear of all Liens other than the applicable Permitted Liens. (iii) There those which are no Actions or unsatisfied Orders pending (or, to the Knowledge of the Caesars Parties, overtly contemplated or threatened) against any Company Party or its Subsidiaries or otherwise relating to transferable with the Owned Real Property or the interests of Property, are required by any Company Party or its Subsidiaries therein, which would be reasonably likely to materially impair the use, ownership, improvement, development and/or operation of any Owned Real Property. (iv) There are no pending condemnation, eminent domain, or similar Actions pending or, to the Knowledge of the Caesars Parties, threatened with regard to Governmental Authority having jurisdiction over the Owned Real Property. (vd) Except as set forth on Schedule 5.8(d) of the Disclosure Schedule, the Seller Parties have not received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Owned Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers' Knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Owned Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business. (e) Except as set forth on Schedule 5.8(e) of the Disclosure Schedule, the Seller Parties have not received any notice that any of the Owned Real Property or any of the structures thereon, or the use, occupancy or operation thereof by any Seller Party, violate any material governmental requirements, deed or other title covenants or restrictions or Permits. (f) To the Knowledge of the Caesars PartiesSellers, there are no the Seller Parties have obtained all material violations or alleged material violations approvals of any Laws Governmental Authorities (including certificates of use and occupancy, licenses and other Permits) required to be held by them in connection with respect to the Owned Real Property, including but not limited to zoning use and the Americans with Disabilities Act matters. To the Knowledge of the Caesars Parties, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance occupancy of the Owned Real Property with any such Laws. (vi) None of and the Company Parties or their respective Subsidiaries have filed notices of protest or appeal againststructures located thereon. To the Sellers' Knowledge, or commenced proceedings to recover, real property tax assessments against any of the structures on the Owned Real PropertyProperties are within the applicable boundary lines and there are no encroachments on the Owned Real Properties.