Common use of Permitted Encumbrances Clause in Contracts

Permitted Encumbrances. “Permitted Encumbrances” means (i) Liens for taxes, assessments and other governmental charges not yet due and payable or which are being contested by appropriate proceedings in good faith and for which adequate reserves have been established in the Company Filed SEC Documents, (ii) Liens, encumbrances or imperfections of title that have arisen in the ordinary course of business, (iii) Liens, encumbrances or imperfections of title resulting from or otherwise relating to any of the contracts referred to in the Disclosure Schedule, (iv) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s and other like Liens imposed by any Legal Requirement arising in the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising in the ordinary course of business, and (xi) Liens, encumbrances or imperfections of title which do not have a Material Adverse Effect.

Permitted Encumbrances. “The Purchaser agrees to accept title to the Unit subject to the following encumbrances provided same do not restrict or prohibit the permitted use set out in section 11 herein ("Permitted Encumbrances” means "): (ia) Liens for taxesCondominium Documents; (b) all subdivision, assessments development, site plan and other governmental charges not yet due and payable or which are being contested by appropriate proceedings in good faith and for which adequate reserves have been established in the Company Filed SEC Documents, (ii) Liens, encumbrances or imperfections of title that have arisen in the ordinary course of business, (iii) Liens, encumbrances or imperfections of title resulting from or otherwise agreements relating to any the use and development of the contracts referred to in Condominium and/or the Disclosure ScheduleLands with any governmental authority having jurisdiction over the Lands and the Condominium; (c) any by-law, (iv) Liensregulation, encumbrances restriction, easement, noise attenuation provision, environmental notice, warning, restrictive covenant, lease, licence or imperfections of title other agreement relating to liabilities reflected in the financial statements use or development of the Unit, the Condominium and/or the Lands; (including d) any related notes) contained in the Company SEC Documentseasement, (v) Liensright-of-way, pledges licence or encumbrances arising from or otherwise agreement relating to transfer restrictions under securities laws the installation or related Legal Requirements maintenance of any jurisdictionpublic utility or other service to the Unit, the Condominium and/or the Lands; (vie) nonexclusive licenses any easement, lease, licence or other agreement relating to the supply of Company IPtelecommunication services to the Condominium and/or the Lands; (f) any agreement which is necessary for the operation, maintenance or repair of the Condominium; (viig) landlords’an insurance trust agreement and a management agreement; (h) any charge, carriers’obligation, warehousemen’srestrictive covenant, mechanics’easement, materialmen’s, servicemen’s, repairmen’s and other like Liens imposed by any Legal Requirement arising in the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rightsright-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection or other agreement with any real estate property lease agreements adjoining landowner; (i) any agreement between the Condominium and the owner of any adjoining lands relating to services, easements, licences, roadways, shared facilities or related documents or arising any other matter; (j) a temporary easement and right of re-entry in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value favour of the affected property or interfere with Vendor for the ordinary conduct purpose of business completing construction of the Company Condominium and complying with its obligations pursuant to any agreement with any governmental authority; and (k) any restrictive covenant or any Company Subsidiary, (x) Liens covering cash deposits building restriction relating to the Unit or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising in the ordinary course of business, and (xi) Liens, encumbrances or imperfections of title which do not have a Material Adverse EffectCondominium.

Permitted Encumbrances. “Company Permitted Encumbrances” means shall mean: (ia) Liens any Encumbrance for taxes, assessments and other governmental charges current Taxes not yet due and payable payable, or which are being contested in good faith by appropriate proceedings in good faith and for which adequate reserves have been established in the Company Filed SEC Documents, accordance with GAAP; (iib) Liens, encumbrances or imperfections of title that have arisen in the ordinary course of business, (iii) Liens, encumbrances or imperfections of title resulting from or otherwise relating to any of the contracts referred to in the Disclosure Schedule, (iv) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlordsmechanics’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemenworkmen’s, repairmen’s, materialmen’s and other like Liens Encumbrances which are imposed by any applicable Legal Requirement arising Requirements in the ordinary course of business and securing obligations that are not yet due and payable or that which (i) are being contested in good faith by appropriate proceedingsproceeding and for which reserves have been established in accordance with GAAP, or (viiiii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property assets subject thereto or interfere with materially impair the ordinary conduct operations of business any of the Company Entities; (c) Encumbrances that arise or any are incurred in the ordinary course of business relating to obligations not yet due on the part of the Company Subsidiary, Entities or secure a liquidated amount that are being contested in good faith by appropriate proceeding and for which reserves have been established in accordance with GAAP; (xd) Liens covering cash pledges or deposits to secure obligations under workers’ compensation laws or similar laws or to secure public or statutory obligations; (e) pledges and deposits to secure the performance or of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like similar nature, arising in each case in the ordinary course of business; (f) easements, encroachments, declarations, covenants, conditions, reservations, limitations and rights of way (unrecorded and of record) and other similar restrictions or encumbrances of record, zoning, building and other similar ordinances, regulations, variances and restrictions, and all defects or irregularities in title, including any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection; (xig) Lienspledges or deposits to secure the obligations under existing indebtedness of the Company Entities; (h) all Encumbrances created or incurred by any owner, encumbrances landlord, sublandlord or imperfections of title which other person in title; (i) Encumbrances that do not have a Material Adverse Effect(in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Company Entities; (j) Company Permitted Maritime Encumbrances; (k) transfer restrictions imposed by applicable securities laws; and (l) non-exclusive licenses and covenants not to xxx or assert with respect to Intellectual Property or Intellectual Property Rights.

Permitted Encumbrances. “Purchaser shall accept title to the ---------------------- Property subject to the following (the "Permitted Encumbrances” means (i) Liens for taxes"): 4.1.1 Any and all present and future zoning restrictions, assessments regulations, requirements, laws, ordinances, resolutions and orders of any city, town or village in which the Property lies, and of all boards, bureaus, commissions, departments and bodies of any municipal, county, state or federal sovereign or other governmental charges authority now or hereafter having or acquiring jurisdiction of the Property or the use and improvement thereof (such authority is herein called a "Governmental Authority"). 4.1.2 The state of facts shown on the survey described on Schedule "H" annexed hereto (the "Contract Survey") and any other state of facts shown on an accurate survey of the Property, or any part thereof, provided such other state of facts does not yet due materially adversely affect Purchaser's ability to use the Building for its present uses. 4.1.3 The Space Leases listed on Schedule "B" annexed hereto, and payable any extensions, renewals or which modifications thereof, or new Space Leases entered into in accordance with this Agreement. Nothing contained in this Agreement shall be deemed to prohibit Seller from terminating any tenancy by reason of default of a Tenant under its Space Lease, from bringing proceedings to dispossess any Tenant, or applying a Tenant's security deposit as allowed under its Space Lease. 4.1.4 The covenants, restrictions, easements, and agreements of record listed on Schedule "I" annexed hereto, and such other covenants, restrictions, easements and agreements of record, if any, affecting the Property, or any part thereof, provided such other covenants, restrictions, easements and agreements of record are being contested not violated by appropriate proceedings in good faith existing structures, and for which adequate reserves have been established in do not materially adversely affect the Company Filed SEC Documentspresent use of the Building. 4.1.5 Any state of facts a physical inspection of the Property would show. 4.1.6 The Service and Maintenance Agreements set forth on Schedule "E" annexed hereto, (ii) Liensand any renewals thereof, encumbrances or imperfections of title that have arisen substitutions therefor, or additions thereto, provided such renewals, substitutions and additions are made in the ordinary course of Seller's business. 4.1.7 All violations and/or notes or notices of violations of law or municipal ordinances, (iii) Liensorders, encumbrances or imperfections requirements noted in or issued by any Governmental Authority having jurisdiction against or affecting the Property. 4.1.8 Any mechanic's lien or other lien which is the obligation of title resulting from a Tenant under any Space Lease to bond or otherwise relating remove of record. 4.1.9 Real estate taxes, assessments, Business Improvement District charges and like charges for the fiscal year in which the Closing occurs and all fiscal years thereafter. 4.1.10 Any exception to coverage by the Title Company, provided that the Title Company insures same against collection out of or enforcement against the Property. 4.1.11 Any easement or right of use created in favor of any of public utility company for electricity, steam, gas, telephone, water or other service, and the contracts referred right to in install, use, maintain, repair and replace wires, cables, terminal boxes, lines, service connections, poles, mains, facilities and the Disclosure Schedulelike, (iv) Liensupon, encumbrances or imperfections of title relating to liabilities reflected in under and across the financial statements (including any related notes) Property. 4.1.12 The printed exceptions contained in the form of title insurance policy then issued by the Title Company SEC Documentswhich shall insure Purchaser's title. 4.1.13 Possible lack of right to maintain vaults, (v) Liensfences retaining walls, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdictionchutes, (vi) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s cornices and other like Liens imposed by any Legal Requirement arising installations encroaching beyond the property line and possible variance between the record description and the tax map. 4.1.14 The terms, covenants and conditions of the Operating Sublease and the Underlying Leases. 4.1.15 The Seller's interest to be transferred hereunder, i.e., the tenant's interest in the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising Operating Sublease derives from the fee interest in the ordinary course Land by grant of business that do not secure any material monetary obligations term and do not materially detract leases from the value following entities or their predecessor-in-interest: Metro-North Commuter Railroad Company ("Metro-North") to Landgray Associates ("Landgray") to Metropolitan Life Insurance Company ("Metlife") to Graybar Building Associates ("Associates") to New York Graybar Lease, L.P. ("NY Graybar L.P.") to Graybar Building Company ("Seller") and accordingly the Operating Sublease dated as of June 1, 1964 between Precision Dynamics Corporation, predecessor-in-interest to NY Graybar L.P., and Seller (the "Operating Sublease") is subject and subordinate to the following (collectively "Underlying Leases"): Operating Lease dated December 30, 1957 between Mxxx X. Xxxxxxxx, predecessor-in-interest to Associates, and Rxxx Xxxxxxxx, predecessor- in-interest to NY Graybar L.P., as amended by Agreement dated as of June 1, 1964 among Metlife, Associates and Precision Dynamics Corporation (the "Operating Lease"). Sublease dated December 30, 1957 between Wxxx & Kxxxx, Inc. and Graysler Corporation, predecessor-in-interest to Metlife, and Mxxx X. Xxxxxxxx, predecessor-in-interest to Associates, as amended by Agreement dated as of June 1, 1964 among Metlife, Associates and Precision Dynamics Corporation (the "Mesne Lease"). Ground Lease dated December 30, 1957 between New York State Realty and Terminal Company, predecessor-in-interest to Landgray, and Wxxx & Kxxxx, Inc. and Graysler Corporation, predecessor-in-interest to Metlife, as amended by Lease Renewal Agreement made as of December 31, 1987 between Landgray and Metlife (the "Ground Lease"). Grant of Term made December 30, 1957 between The New York Central Railroad Company, predecessor-in-interest to Metro-North, and New York State Realty and Terminal Company, predecessor-in-interest to Landgray (the "Grant of Term"). A velobound copy of each of the affected property or interfere with Underlying Leases has been delivered by Seller to Purchaser simultaneously herewith (the ordinary conduct of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising in the ordinary course of business, and (xi) Liens, encumbrances or imperfections of title which do not have a Material Adverse Effect"Underlying Leases Binder").

Permitted Encumbrances. “Permitted Encumbrances” means The Borrower will not create, assume, incur or suffer to exist, or allow any Subsidiary to create, assume, incur or suffer to exist, any Encumbrance upon any of its assets, whether now owned or hereafter acquired, nor acquire nor agree to acquire any asset subject to an Encumbrance, except: (i) Liens Encumbrances in favor of the Agent and/or the Banks granted hereunder; (ii) Encumbrances in favor of the holders of the Senior Subordinated Debt which Encumbrances are junior to the Encumbrances in favor of the Agent; (iii) Encumbrances to secure Indebtedness for taxes, Borrowed Money permitted under Subsections 6.8a(vii) and (viii) hereof to the extent such Encumbrances are limited solely to the stock of the Borrower; (iv) Encumbrances to secure Indebtedness for Borrowed Money permitted under Subsection 6.8a(vi) hereof; (v) Encumbrances for taxes or assessments and other or governmental charges or levies which are not yet due and payable or remain payable, without penalty, or which are being contested in good faith by appropriate proceedings and with respect to which the Borrower or the affected Subsidiary has created reserves which are determined by the Borrower to be adequate by the application of GAAP consistently applied; (vi) Encumbrances to secure the obligations of the Borrower or any Subsidiary under workmen's compensation laws, unemployment insurance laws, social security laws or other similar legislation; (vii) Encumbrances in good faith and connection with bids, tenders, performance bonds, contracts or leases (including, without limitation, equipment leases) to which the Borrower or any Subsidiary is a party, or to secure public or statutory obligations; (viii) Encumbrances for which adequate reserves have been established in the Company Filed SEC Documentslandlords', (ii) Liensmechanics', encumbrances carriers', workmen's, warehousemen's, materialmen's or imperfections of title that have arisen repairmen's liens or other like Encumbrances in the ordinary course of business; (ix) Encumbrances to secure surety, (iii) Liensreplevin, encumbrances attachment or imperfections of title resulting from or otherwise appeal bonds relating to legal proceedings to which the Borrower or any Subsidiary is a party; (x) Encumbrances arising out of judgments or awards against the Borrower or any Subsidiary with respect to which the Borrower is currently engaged in proceedings for review or appeal and with respect to which the Borrower shall have secured a stay of execution pending such proceedings for review or appeal; (xi) minor survey exceptions, minor Encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Encumbrances incidental to the conduct of the contracts business of the Borrower or its Subsidiaries or to the ownership of their properties which were not incurred in connection with Indebtedness for Borrowed Money or other extensions of credit and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Borrower or such Subsidiaries; (xii) Encumbrances to secure any extension, renewal or replacement (or successive extensions, renewals or replacements) as a whole, or in part, of any obligations secured by any Encumbrances referred to in the Disclosure Schedule, foregoing clauses (ivi) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s and other like Liens imposed by any Legal Requirement arising in the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising in the ordinary course of business, and through (xi) Liensand clause (xiii), encumbrances provided that (y) such extended, renewed or imperfections replaced Encumbrances shall be limited to all or a part of title the same property that secured the Encumbrances extended, renewed or replaced (plus improvements on such property) and (z) the obligations secured by such Encumbrances at such time are not increased except in accordance with the terms thereof; and (xiii) Encumbrances not specifically enumerated in items (i) through (xii) above which do not have a Material Adverse Effectwere in existence on the date hereof and described on Schedule 6.9 hereto.

Permitted Encumbrances. (1) The Purchaser agrees to accept title to the Purchased Home, the Lands and the Condominium, subject to the following (“Permitted Encumbrances” means ”) and agrees to comply with and abide by all of the terms and provisions thereof, and, shall not require any releases of same or discharges with respect thereto, or, except as provided in the Addendum, evidence (iwritten or otherwise) Liens for taxes, assessments and other governmental charges not yet due and payable that same have been complied with or which are being contested by appropriate proceedings in good faith standing, namely: (a) the provisions, covenants, restrictions, easements and for which adequate reserves have been established in the Company Filed SEC Documents, (ii) Liens, encumbrances or imperfections of title that have arisen in the ordinary course of business, (iii) Liens, encumbrances or imperfections of title resulting from or otherwise relating to any of the contracts referred to in the Disclosure Schedule, (iv) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements (including any related notes) conditions contained in the Company SEC Condominium Documents, notwithstanding that they may be amended from the proposed Condominium Documents disclosed to the Purchaser along with the Disclosure Statement; (vb) Liensany registered or unregistered subdivision, pledges financial, security, housekeeping, development, site plan, Section 37, Section 111, distance limiting or encumbrances arising from servicing agreements, or otherwise relating to transfer restrictions under securities any other agreements which may be necessary with Approving Authorities or other authority having jurisdiction over the Purchased Home, the Lands or the Condominium, or any municipal by-laws or related Legal Requirements of regulations affecting the Purchased Home, the Lands or the Condominium; any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s and other like Liens restrictions or warnings on title imposed by any Legal Requirement arising Approving Authorities related to the site conditions, notices and warnings as more particularly described in the ordinary course Section 6.3 of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedingsthis Schedule; (c) any transfers, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictionsrights, rights-of-way, encroachment agreements, existing encroachments from nearby properties, conditions or covenants that run or may run with the Lands, licenses or agreements whatsoever, including such as are necessary or required for the installation and maintenance of public or any other utilities (including the Utility Services) and including telephone, hydro, gas, sewer, water, cable television, Smart Home Services, Smart Metering, and internet facilities and for such other services as may otherwise be required by the Vendor to serve the Purchased Home or any other part or parts of the Condominium or other components of the Galleria Master Development or the Galleria Master Development Lands or to or for the benefit of the Lands or lands adjoining or in the vicinity of the Lands or which may be required by the Vendor, the owner of the Lands or any owners of adjoining lands or lands in the vicinity of the Lands for servicing and/or access to, or entry from, such properties (including all easements, rights of way and/or agreements for access, service, support, swing crane rights (if any), tie-backs, shoring, amenities, recreational and similar encumbrances on real shared facilities, cost-sharing and the like, for and/or with adjacent or neighbouring property imposed by owners); (d) any Legal Requirementagreements which may be necessary for the maintenance, arising in connection repair, development, servicing and operation of the Condominium and the administration of the affairs and carrying out of the duties and obligations of the Corporation, including an insurance trust agreement and a management agreement; (e) any agreements with any real estate Approving Authority, which may be necessary for the maintenance, repair or servicing of any easements in favour of the Lands; (f) any leases, service, or maintenance contracts and license rights to occupy portions of the common elements, if any, which are in accordance with the Condominium Documents or the Condo Act and any easements, leases or licenses of portions of the common elements to the declarant and/or the Vendor or any of its affiliates and/or third parties; (g) any rights, licences or easements which now or may hereafter be required for vehicular or pedestrian ingress and egress with respect to the Condominium, the Galleria Master Development or the Galleria Master Development Lands or any adjoining property lease or neighbouring lands; (h) the mortgages not being assumed as provided in Section 4.3 of this Schedule; (i) the Official Plan and zoning by-laws of Approving Authorities; (j) any encroachment agreements with respect to the Lands; (k) any agreements or related documents easements in respect of the supply of television, telephone, internet or arising other telecommunications services which may be necessary in order to provide access to any telecommunications service provider (including Xxxxxx Cable and Bell Canada), or any other telecommunications services providers or similar entities, with respect to services to the Condominium, the Galleria Master Development or the Galleria Master Development Lands or the Purchased Home; (l) any agreements or easements in favour of any Approving Authority which may be necessary for fire and emergency vehicular access to the Lands or any neighbouring lands in the ordinary course vicinity of business that do not secure the Condominium; (m) any material monetary obligations easements in favour of a any electricity distribution company or local utility provider (including any Utility Service Provider, Smart Metering Provider or Smart Home Services Provider) or any of their subcontractors, successors and assigns which may be necessary for the purposes of conducting inspections, maintenance, repair or the reading of Smart Meters, Smart Home Services or any other electrical devices related thereto and other components of a Utility Service Provider’s, Smart Metering Provider’s or Smart Home Services Provider’s systems; (n) the Reciprocal Agreements or any other reciprocal agreements as may be required by one or more persons having an interest in any property adjacent to, or neighbouring the Lands, as same may be modified, amended, extended or restated from time to time, including all easements and rights of way provided for therein; (o) any insurance trust agreement entered into by the Condominium or as required pursuant to the provisions of the Reciprocal Agreements; (p) Instrument No. WH69572 registered March 21, 1951, being a Transfer Easement in favour of The Corporation of the City of Toronto; (q) Instrument No. AT628502 registered October 15, 2004, being a Notice Under Section 71 of the Land Titles Act by the Applicants, Ontario Potato Distributing Inc. and Harzuz Holdings Limited; (r) Instrument No. AT3974021 registered August 11, 2015, being an LR's Order by the Land Registrar, Toronto Land Registry Office; (s) Instrument No. AT3978439 registered August 14, 2015, being a Transfer from Harzuz Holdings Limited and Ontario Potato Distributing Inc. to 2470347 Ontario Inc.; (t) Instrument No. AT5148836 registered May 31, 2019, being a LRs Order by the Land Registrar, Toronto Land Registry Office; (u) Instrument No. AT5185238 registered July, 15, 2019 being the Application to Annex Restrictive Covenants S.118 by the Applicant, 2470347 Ontario Inc.; and (v) any other easements, restrictions, covenants or agreements which, in the opinion of the Vendor, do not materially detract from the value of the affected property or unreasonably interfere with the ordinary conduct of business use and enjoyment of the Company Purchased Home as a personal residence. (2) The Purchaser undertakes and agrees to: (i) comply with all Permitted Encumbrances, including all regulations, covenants and restrictions contained in any subdivision, site plan or other development agreements pertaining to the Purchased Home, the Galleria Master Development and/or the Galleria Master Development Lands; and (ii) execute any Company Subsidiaryagreement or agreements, prior to or after the Closing Date, upon request, necessary: A. for the operation, development, maintenance, repair or servicing of the Galleria Master Development or the Galleria Master Development Lands; B. to grant a right, licence or easement over any part of the Condominium for any of the aforementioned purposes set out in this Section 4.2; and C. to consent to any of the matters referred to in this Section 4.2, and to execute any documents required in connection therewith, including a covenant or agreement in favour of any third party designated by the Vendor, to comply with or be bound by any of the matters referred to therein. (x3) Liens covering cash deposits Subject to the requirements of the Addendum, the Purchaser shall satisfy itself as to the due compliance with the provisions of any such agreements, instruments, restrictions, covenants or pledges matters listed in Section 4.2(1) of this Schedule. (4) Whether before or after the Closing Date, the Purchaser agrees to secure assume or accept, or permit or grant or consent to whatever rights of easement, licences and/or rights of way as shall be required for hydro, gas, water, sanitary and storm sewers, fuel, telephone, cable television, internet, municipal or other services and utilities for the performance Galleria Master Development, the Galleria Master Development Lands or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising lands in the ordinary course vicinity of businessthe Lands, provided that such do not materially and adversely affect the Purchaser’s use of the Purchased Home and the Purchaser agrees to execute all documents and do all things required for such purposes. If it shall be deemed necessary or expedient in the opinion of the Vendor after any transfer of the Purchased Home by the Vendor to the Purchaser, the Purchaser shall execute all documents (without payment by the Vendor) which may be required to convey or confirm such easements, licences and/or rights and the Purchaser agrees to extract a similar covenant in favour of the Vendor from any subsequent purchaser or transferee of the Purchased Home forthwith upon the written request of the Vendor. (5) The Purchaser also acknowledges that the wires, cables and fittings comprising any cable television system, telephone system or Smart Home Services serving the Property are, or shall be, owned by the local cable television supplier, local telephone supplier or Smart Home Services Provider as the case may be, and in the event that it requires any rental contract pertaining to the leasing of its chattels or equipment to be registered on title to the Purchased Home, then the Purchaser agrees to accept title subject to the same. (xi6) LiensThe Purchaser acknowledges that the Corporation and the Vendor will be required to enter into agreements with Utility Service Providers, encumbrances Smart Metering Providers or imperfections Smart Home Services Providers regarding the system of Utility Services distribution, Smart Metering and Smart Home Services in the Condominium. The Purchaser also acknowledges and agrees that the Purchaser may be required to enter into any agreements with one or more Utility Service Providers and/or Smart Metering Providers and/or or Smart Home Services Providers in order to acknowledge and accept the system of Utility Service distribution, Smart Metering or Smart Home Services to the Properties. (7) In the event that the Vendor is not the registered owner of the Lands or the Purchased Home, the Purchaser agrees to accept a conveyance of title which do not have a Material Adverse Effectfrom the registered owner together with the owner’s title covenants in lieu of the Vendor.

Permitted Encumbrances. “Permitted Encumbrances” means FOR REVIEW ONLY Notwithstanding anything herein contained, the Purchaser covenants and agrees to accept title to the Real Property subject to and to be bound by and comply with the following: (i) Liens for taxesany subdivision agreement, assessments development agreement, municipal agreement pursuant to section 37 of the Planning Act (Ontario), servicing agreement, site plan agreement, financial agreement or other instrument containing provisions relating to the use, development, installation of services and utilities or the erection of a dwelling or other improvements in or on the Real Property and which may now or hereafter be registered on title to the Real Property (including all amendments to the foregoing agreements) (and whether relating to the current project of which the Real Property forms part of or any previous project or development), including the acceptance of those notice and warning clauses set out in Schedule “D” hereto (which the Purchaser acknowledges having been advised of) and any other warning clauses required by the Municipality or any other governmental charges authority. The Purchaser shall not yet due and payable make or which are being contested by appropriate proceedings in good faith and pursue any claim whatsoever against the Vendor, or against any other party, for which adequate reserves have been established compensation or an abatement in the Company Filed SEC DocumentsPurchase Price, or for damages or otherwise, nor initiate or pursue any claims, action or proceeding against the Vendor or against any other party as a result of an act, cause, damage, loss, matter or thing whatsoever arising out of or relating to any notices and warning clauses required by the Municipality or other governmental authority or agency or as otherwise included in Schedule “D” hereto; (ii) Liensall covenants, encumbrances easements, licences, interests and rights which may now or imperfections hereafter be required by the Municipality or any authority, commission or corporation or by the Vendor or Developer, for the installation and maintenance of title that have arisen public and private utilities and other services, including without limitation, telephone lines, hydro- electric lines, gas mains, water mains, sewers and drainage, cable TV, satellite, telecommunications, internet and other services or by any railway company or Metrolinx for the provision of a noise/environmental easement, or for the maintenance, repair or replacement of any adjoining dwelling, if applicable. The Purchaser covenants and agrees: (1) to consent to the granting of such easements, licenses and rights; and (2) to execute all documents and do all other things requisite for this purpose. After any transfer by the Vendor to the Purchaser, if it shall be necessary or expedient, in the ordinary course opinion of businessthe Vendor, the Purchaser shall execute all documents, without payment by the Vendor, which may be required to convey or confirm such easements, licenses and rights and shall obtain all mortgagee postponements and shall extract a similar covenant in any agreement entered into between the Purchaser and any subsequent purchaser; (iii) Liensany restrictive covenants, encumbrances conservation easements and restrictions, building restrictions and warning clauses (whether set out herein or imperfections in any schedule hereto), affecting the Real Property whether registered now or at any time prior to Closing and the Purchaser agrees to comply with same and to execute and deliver on closing any form of title resulting from or otherwise relating agreement to any of the contracts referred to evidence such compliance and such restrictive covenants and building restrictions may be contained in the Disclosure Schedule, transfer to the Purchaser; (iv) Liens, encumbrances any right of entry or imperfections of title relating to liabilities reflected re-entry as provided for in the financial statements (including any related notes) contained in the Company SEC Documents, this Agreement; (v) Liensany by-laws, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdictionregulations, (vi) nonexclusive licenses of Company IPcovenants, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s and other like Liens imposed by any Legal Requirement arising in the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, rights, licenses, title restrictions, rights-of-way and similar encumbrances agreements which may now or hereafter be registered against title to the Land; (vi) the right of the Vendor, Municipality or service provider and its or their servants, agents and employees, to enter onto the Land and to inspect and install services and utilities and to maintain, repair and replace same; FOR REVIEW ONLY (vii) any conditional sales agreements, notices of security interests or other agreements relating to any rental or leased equipment on real property imposed or in the Land; (viii) unregistered or inchoate liens or unpaid utilities in respect of which no formal xxxx, account or invoice has been issued by the relevant utility authority (or if issued, the time for payment of same has not yet expired) without any Legal Requirementclaim or request by the Purchaser for any utility holdback(s) or reduction/abatement in the Purchase Price, arising provided that the Vendor delivers to the Purchaser the Vendor’s written undertaking to pay all outstanding utility accounts owing with respect to the Real Property (including any amounts owing in connection with any real estate property lease agreements final meter reading(s) taken on or related documents immediately prior to the Closing Date, if applicable), as soon as reasonably possible after the completion of this transaction; (ix) any mortgage or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property mortgages, charge or interfere with the ordinary conduct of business of the Company charges, debenture or debentures, or any Company Subsidiary, trust deeds as provided for in this Agreement; (x) Liens covering cash deposits any reference plans, boundaries act plans, plans, subdivision plans, declaration under the Registry Act (Ontario), declaration or pledges affidavit of possession or Land Registrar’s Orders registered on title; The Vendor shall not be required to secure provide and the performance Purchaser shall not requisition, any letters of compliance, releases or bidsdischarges with respect to any of the matters referred to in paragraph 7 hereof, trade contractsthe Purchaser hereby acknowledging and agreeing that the Purchaser shall satisfy himself or herself as to compliance therewith. The Purchaser acknowledges that on Closing the Real Property may remain encumbered by one or more mortgages, leasescharges, statutory obligationsliens, surety debentures or trust deeds (and appeal bondsany related assignment of rents, performance bonds transfer of charges, notices, postponements or other instruments related thereto) (the “encumbrances”) which the Purchaser is not to assume. The Purchaser agrees, notwithstanding the registration of such encumbrances on title as at the time of closing, to close the transaction and other obligations to accept only the Vendor's and the Vendor’s solicitors’ undertaking to register good and valid discharges or releases of or from said encumbrances within a like naturereasonable time after Closing as determined by the Vendor. The Purchaser shall not require or requisition the discharge or release of any Financing Statements registered against the Vendor pursuant to the Personal Property Security Act (Ontario). The Vendor’s solicitors shall also deliver on Closing the appropriate direction regarding payment of funds with respect to such encumbrances. The Purchaser agrees to accept title to the Real Property and access thereto, arising in notwithstanding that legal access may be restricted by a 0.3 metre reserve owned by the ordinary course Municipality and not yet dedicated as a public highway. The provisions of business, and (xi) Liens, encumbrances or imperfections of title which do this paragraph shall not have a Material Adverse Effectmerge on the Closing.

Permitted Encumbrances. “Permitted Encumbrances” means Any: (ia) Liens for taxesTaxes, assessments and or other governmental charges or levies that are not yet at the particular time in question due and payable delinquent, foreclosure, distraint, sale or which other similar proceedings have not been commenced or if commenced, have been stayed or are being contested in good faith by appropriate proceedings in good faith and for which adequate reserves have been established in the Company Filed SEC Documents, (ii) Liens, encumbrances or imperfections of title that have arisen in the ordinary course of business, (iii) Liens, encumbrances or imperfections of title resulting from or otherwise relating to if any of the contracts referred Gothic Companies will have set aside on its books such reserves (segregated to in the Disclosure Schedule, (ivextent required by sound accounting practices) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from as may be required by GAAP or otherwise relating determined by its board of directors to transfer restrictions under securities laws or related Legal Requirements be adequate with respect thereto; (b) Liens of any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, laborers, materialmen’s, servicemen’slandlords, repairmen’s vendors, workmen and other like Liens imposed operators arising by any Legal Requirement arising operation of law in the ordinary course of business or by a written agreement existing as of the date hereof and securing obligations that are necessary or incident to the exploration, development, operation and maintenance of Hydrocarbon properties and related facilities and assets for sums not yet due and payable or that are being contested in good faith by appropriate proceedings, if any of the Gothic Companies will have set aside on its books such reserves (viiisegregated to the extent required by sound accounting practices) pledges and deposits as may be required by GAAP or otherwise determined by its board of directors to be adequate with respect thereto; (including letters of credit, surety bonds and other escrowed holdingsc) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising Liens incurred in the ordinary course of business that do not secure any material monetary obligations in connection with worker's compensation, unemployment insurance and do not materially detract from the value of the affected property or interfere with other social security legislation (other than ERISA); (d) Liens incurred in the ordinary conduct course of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or of bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance and repayment bonds and other obligations of a like nature; (e) Liens, easements, rights-of-way, restrictions, servitudes, permits, conditions, covenants, exceptions, reservations and other similar encumbrances incurred in the ordinary course of business or existing on property and not (i) reducing the Gothic Net Revenue Interest set forth in Section 1.58 of the Gothic Disclosure Schedule, (ii) increasing the Gothic Working Interests in any Oil and Gas Interest set forth in Section 1.58 of the Gothic Disclosure Schedule or (iii) impairing the value of the assets of any of the Gothic Companies or interfering with the ordinary conduct of the business of any of the Gothic Companies or rights to any of their assets; (f) Liens created or arising by operation of law to secure a party's obligations as a purchaser of oil and gas; (g) all rights to consent by, required notices to, filings with, or other actions by any Governmental Authority to the extent customarily obtained subsequent to Closing; (h) farmout, carried working interest, joint operating, unitization, royalty, overriding royalty, sales and similar agreements relating to the exploration or development of, or production from, Hydrocarbon properties entered into in the ordinary course of business; (i) any defects, irregularities or deficiencies in title to easements, rights-of-way or other surface use agreements that do not (x) reduce the Gothic Net Revenue Interests set forth in Section 1.58 of the Gothic Disclosure Schedule, (y) increase the Gothic Working Interests in any Oil and Gas Interest set forth in Section 1.58 of the Gothic Disclosure Schedule or (z) adversely affect the value of any asset of any of the Gothic Companies; (j) preferential rights to purchase and Third-Party Consents disclosed in Section 1.72 of the Gothic Disclosure Schedule; (k) Liens arising under or created pursuant to the Bank Credit Agreement and the Senior Secured GPC Notes; and (xil) Liens, encumbrances or imperfections Liens specifically described in Section 1.72 of title which do not have a Material Adverse Effectthe Gothic Disclosure Schedule.

Permitted Encumbrances. “RFMD Permitted Encumbrances” means shall mean: (ia) Liens any Encumbrance for taxes, assessments and other governmental charges current Taxes not yet due and payable payable, or which are being contested by appropriate proceedings in good faith by appropriate proceeding and for which adequate reserves have been established in the Company Filed SEC Documents, accordance with GAAP; (iib) Liens, encumbrances or imperfections of title that have arisen in the ordinary course of business, (iii) Liens, encumbrances or imperfections of title resulting from or otherwise relating to any of the contracts referred to in the Disclosure Schedule, (iv) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlordsmechanics’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemenworkmen’s, repairmen’s, materialmen’s and other like Liens imposed Encumbrances arising by any Legal Requirement arising operation of law; (c) Encumbrances that arise or are incurred in the ordinary course of business and securing relating to obligations that are not yet due and payable on the part of the RFMD Corporations or secure a liquidated amount that are being contested in good faith by appropriate proceedings, proceeding and for which reserves have been established in accordance with GAAP; (viiid) pledges or deposits to secure obligations under workers’ compensation laws or similar laws or to secure public or statutory obligations; (e) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like similar nature, arising in each case in the ordinary course of business; (f) easements, encroachments, declarations, covenants, conditions, reservations, limitations and rights of way (unrecorded and of record) and other similar restrictions or encumbrances of record, zoning, building and other similar ordinances, regulations, variances and restrictions, and all defects or irregularities in title, including any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection; (xig) Lienspledges or deposits to secure the obligations under existing indebtedness of the RFMD Corporations; (h) all Encumbrances created or incurred by any owner, encumbrances landlord, sublandlord or imperfections other person in title; (i) any license of title which Intellectual Property or Intellectual Property Rights; (j) and restriction or covenant associated with any license of Intellectual Property or Intellectual Property Rights; (k) minor Encumbrances that do not have a Material Adverse Effect(in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the RFMD Corporations; and (l) liens described in Part 3.6 of the RFMD Disclosure Schedule.

Permitted Encumbrances. “Each Property shall be sold and conveyed subject to the following encumbrances (hereinafter referred to as the "Permitted Encumbrances” means Exceptions"): (ia) Liens for Subject to Buyer's right to terminate prior to the Due Diligence Expiration Date (as hereinbelow defined), any state of facts a survey and/or inspection of the Property may show; (b) Subject to Buyer's right to terminate prior to the Due Diligence Expiration Date, all present and future laws, statutes, codes, ordinances, rules, regulations, restrictions and orders affecting the Property, including without limitation, all zoning and building ordinances and regulations of the city, town and/or village in which the Property is located; (c) The lien of real estate taxes, assessments assessments, water charges, sewer rents and municipal charges subject to apportionment as provided for herein; (d) All covenants, restrictions, easements, reservations, conditions, consents and agreements of record although Buyer shall have the right to review the title to the Property pursuant to paragraph 4 below, provided, however, Buyer shall not have the right to raise an objection to title to any of those matters set forth on Exhibit C attached hereto and made a part hereof or to any of the Loan Document as currently in effect; (e) All Tenant Leases, subleases, tenancies and rights of occupancy affecting the Property, all as may be affected by any rent laws, regulations, court rulings and court decisions; and to the form of lease being used at the Property, it being understood and agreed that such leases and tenancies may be terminated or expire between the date hereof and the Closing because of expiration, defaults, summary proceedings or for any other reason whatsoever and Seller shall not be liable therefor; (f) The rights, if any, relating to construction, maintenance and operation of public utility lines, wires, poles, cables, pipes, distributing boxes and other equipment and installations on, over and under the Property; (g) To all violations of Federal, state and local laws, ordinances, regulations, rules, orders or requirements according to or issued by any governmental charges authority having jurisdiction with respect to the Property, provided, however, Seller hereby represents that to the best of its knowledge without due inquiry it is not yet due aware of any such violations; (h) To all maintenance, supply, management and payable service contracts set forth on Exhibit D annexed hereto and made a part hereof and any and all other such contracts and amendments, extensions or modifications thereto which are being contested by appropriate proceedings in good faith and for which adequate reserves have been established in the Company Filed SEC Documents, (ii) Liens, encumbrances or imperfections of title that have arisen Seller may enter into in the ordinary course of businessits business (collectively, the "Service Contracts"), provided, however, Seller hereby agrees that there will be no other Service Contracts which will continue in effect after the Closing except as set forth in Exhibit D, except Seller shall have the right to enter into additional Service Contracts which would bind Buyer if Seller obtains Buyer's prior consent, which consent shall not be unreasonably withheld, denied, delayed or conditioned; (iiii) LiensEncroachments and projections of walls, encumbrances foundations, xxxxxx, cellar steps, areas, cornices, trim or imperfections of title resulting other improvements or installations onto the Property or from or otherwise relating to any the Property onto adjoining property; party walls and party wall rights; variations between the record lot lines of the contracts referred to in Property and those shown on the Disclosure Schedule, (iv) Liens, encumbrances or imperfections tax map; and consents of title relating to liabilities reflected in record for the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements erection and maintenance of any jurisdictionstructures on, under or above any streets or roads in front of or adjoining the Property; and (vij) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s and other like Liens imposed by any Legal Requirement arising The Loan Documents as currently in the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising in the ordinary course of business, and (xi) Liens, encumbrances or imperfections of title which do not have a Material Adverse Effecteffect.

Permitted Encumbrances. “Permitted Encumbrances” means Notwithstanding anything herein contained, the Purchaser covenants and agrees to accept title to the Real Property subject to and to be bound by and comply with the following: (i) Liens for taxesany subdivision agreement, assessments development agreement, municipal agreement pursuant to section 37 of the Planning Act (Ontario), servicing agreement, site plan agreement, financial agreement or other instrument containing provisions relating to the use, development, installation of services and utilities or the erection of a dwelling or other improvements in or on the Real Property and which may now or hereafter be registered on title to the Real Property (including all amendments to the foregoing agreements) (and whether relating to the current project of which the Real Property forms part of or any previous project or development), including the acceptance of those notice and warning clauses set out in Schedule “D” hereto (which the Purchaser acknowledges having been advised of) and any other warning clauses required by the Municipality or any other governmental charges authority. The Purchaser shall not yet due and payable make or which are being contested by appropriate proceedings in good faith and pursue any claim whatsoever against the Vendor, or against any other party, for which adequate reserves have been established compensation or an abatement in the Company Filed SEC DocumentsPurchase Price, or for damages or otherwise, nor initiate or pursue any claims, action or proceeding against the Vendor or against any other party as a result of an act, cause, damage, loss, matter or thing whatsoever arising out of or relating to any notices and warning clauses required by the Municipality or other governmental authority or agency or as otherwise included in Schedule “D” hereto; (ii) Liensall covenants, encumbrances easements, licences, interests and rights which may now or imperfections hereafter be required by the Municipality or any authority, commission or corporation or by the Vendor or Developer, for the installation and maintenance of title that have arisen public and private utilities and other services, including without limitation, telephone lines, hydro-electric lines, gas mains, water mains, sewers and drainage, cable TV, satellite, telecommunications, internet and other services or by any railway company or Metrolinx for the provision of a noise/environmental easement, or for the maintenance, repair or replacement of any adjoining dwelling, if applicable. The Purchaser covenants and agrees: (1) to consent to the granting of such easements, licenses and rights; and (2) to execute all documents and do all other things requisite for this purpose. After any transfer by the Vendor to the Purchaser, if it shall be necessary or expedient, in the ordinary course opinion of businessthe Vendor, the Purchaser shall execute all documents, without payment by the Vendor, which may be required to convey or confirm such easements, licenses and rights and shall obtain all mortgagee postponements and shall extract a similar covenant in any agreement entered into between the Purchaser and any subsequent purchaser; (iii) Liensall easements or rights of way and rights of passage, encumbrances ingress and egress (including all committee of adjustment decisions and certificates for any or imperfections all of title resulting from the foregoing) and any similar type of licence or otherwise relating agreement which may be registered, required or granted to any adjoining, adjacent or other land owner; any easement, covenant, right of way, right of passage, licence or agreement for the contracts referred to in the Disclosure Scheduleinstallation and maintenance of any tieback, underpinning, construction or similar arrangement with an adjoining owner; (iv) Liensany temporary easements and rights of way and rights of passage and any similar type of licence or agreement in favour of the Vendor or related entities for construction, encumbrances or imperfections of title operation and/or sales relating to liabilities reflected the Land and development of lands adjacent to or in nearby proximity to the financial statements Land; (including v) any related notesagreements or licences or similar type of interest or rights contained in any instrument relating to common areas, party walls, maintenance rights-of-way, and establishment of same (vi) any restrictive covenants (including, but not limited to, those as set out in Schedule “E”), conservation easements and restrictions, building restrictions and warning clauses (whether set out herein or in any schedule hereto), affecting the Real Property whether registered now or at any time prior to Closing and the Purchaser agrees to comply with same and to execute and deliver on closing any form of agreement to evidence such compliance and such restrictive covenants and building restrictions may be contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating transfer to transfer restrictions under securities laws or related Legal Requirements of any jurisdiction, (vi) nonexclusive licenses of Company IP, the Purchaser; (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s and other like Liens imposed by any Legal Requirement arising right of entry or re-entry as provided for in the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, this Agreement; (viii) pledges and deposits (including letters of creditany by-laws, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documentsregulations, (ix) easementscovenants, zoning restrictions, rights, licenses, title restrictions, rights-of-way and similar encumbrances agreements which may now or hereafter be registered against title to the Land; (ix) the right of the Vendor, Municipality or service provider and its or their servants, agents and employees, to enter onto the Land and to inspect and install services and utilities and to maintain, repair and replace same; (x) any conditional sales agreements, notices of security interests or other agreements including without limitation rental agreements relating to any personal property as contemplated by this Agreement or any rental or leased equipment on real property imposed or in the Real Property; (xi) unregistered or inchoate liens or unpaid utilities in respect of which no formal bill, account or invoice has been issued by the relevant utility authority (or if issued, the time for payment of same has not yet expired) without any Legal Requirementclaim or request by the Purchaser for any utility holdback(s) or reduction/abatement in the Purchase Price, arising provided that the Vendor delivers to the Purchaser the Vendor’s written undertaking to pay all outstanding utility accounts owing with respect to the Real Property (including any amounts owing in connection with any real estate property lease agreements final meter reading(s) taken on or related documents immediately prior to the Closing Date, if applicable), as soon as reasonably possible after the completion of this transaction; (xii) any mortgage or arising mortgages, charge or charges, debenture or debentures, or any trust deeds as provided for in this Agreement; (xiii) any reference plans, boundaries act plans, plans, subdivision plans, declaration under the ordinary course Registry Act (Ontario), declaration or affidavit of business that do possession or Land Registrar’s Orders registered on title; and (xiv) any other matters referenced in this Agreement. The Vendor shall not secure be required to provide and the Purchaser shall not requisition, any material monetary obligations and do not materially detract from the value letters of compliance, releases or discharges with respect to any of the affected property matters referred to in paragraph 7 hereof, the Purchaser hereby acknowledging and agreeing that the Purchaser shall satisfy himself or interfere herself as to compliance therewith. The Purchaser acknowledges that on Closing the Real Property may remain encumbered by one or more mortgages, charges, liens, debentures or trust deeds (and any related assignment of rents, transfer of charges, notices, postponements or other instruments related thereto) (the “encumbrances”) which the Purchaser is not to assume. The Purchaser agrees, notwithstanding the registration of such encumbrances on title as at the time of closing, to close the transaction and to accept only the Vendor's and the Vendor’s solicitors’ undertaking to register good and valid discharges or releases of or from said encumbrances within a reasonable time after Closing as determined by the Vendor. The Purchaser shall not require or requisition the discharge or release of any Financing Statements registered against the Vendor pursuant to the Personal Property Security Act (Ontario). The Vendor’s solicitors shall also deliver on Closing the appropriate direction regarding payment of funds with respect to such encumbrances. The Purchaser agrees to accept title to the ordinary conduct Real Property and access thereto, notwithstanding that legal access may be restricted by a 0.3 metre reserve owned by the Municipality and not yet dedicated as a public highway. The provisions of business of this paragraph shall not merge on the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising in the ordinary course of business, and (xi) Liens, encumbrances or imperfections of title which do not have a Material Adverse EffectClosing.

Permitted Encumbrances. “Permitted Encumbrances” means The Real Property to be contributed to the Operating Partnership by direct conveyance from the Contributors (or by indirect conveyance in the case of the transfer of Partnership Interests by any Contributing Partners pursuant to Section 2.2 hereof) shall be subject only to the following encumbrances (collectively, the "PERMITTED ENCUMBRANCES"): (a) any liens of real estate taxes, personal property taxes, water charges and sewer charges provided the same are not due and payable, but subject to adjustment as provided herein; (b) the rights of the Tenants, as tenants only; (c) any and all restrictions, covenants, agreements, easements, matters and things which are, in each case, of record as set forth in the preliminary title reports listed on Schedule 4.1(c) affecting title to the Real Property (except for loans that are not Assumed Loans), and such easements, covenants and restrictions granted, created or entered into after the Effective Date in accordance with Section 4.2 below; (d) any and all laws, statutes, ordinances, codes, rules, regulations, requirements, or executive mandates affecting the Real Property, including, without limitation, those related to zoning and land use ("LEGAL REQUIREMENTS"), of all applicable Governmental Authorities; (e) the state of facts shown on the surveys described on Schedule 4.1(e) for each individual Real Property comprising the Real Property (collectively, the "SURVEYS") and any other state of facts that a recent and accurate survey of the Real Property would actually show; (f) the Service Contracts and the Construction Contracts; (g) any installment of assessments affecting the Real Property or any portion thereof due and payable after the Closing Date; (h) any utility company right, easement or franchise to maintain poles, lines, wires, cables, pipes, boxes or other fixtures and facilities in, over, under or upon the Real Property; (i) Liens for taxesany prohibition against the interference with the natural and unobstructed flow of any applicable brook crossing the Real Property or other riparian rights; (j) such matters as the Title Company shall be willing, assessments without special premium, to omit as exceptions to coverage including minor variations between record lines and other governmental charges not yet due and payable or which are being contested by appropriate proceedings in good faith and for which adequate reserves have been established in tax lot lines; and (k) the Company Filed SEC Documents, (ii) Liens, encumbrances or imperfections of title that have arisen in the ordinary course of business, (iii) Liens, encumbrances or imperfections of title resulting from or otherwise relating to any liens of the contracts referred to in Assumed Loans on those parcels of Real Property encumbered by the Disclosure Schedule, (iv) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s and other like Liens imposed by any Legal Requirement arising in the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising in the ordinary course of business, and (xi) Liens, encumbrances or imperfections of title which do not have a Material Adverse EffectAssumed Loans.

Permitted Encumbrances. As used in this Section 6, the term “Permitted Encumbrances” means means: (a) Lessor’s royalties, non-participating royalties, overriding royalties, division orders, sales and transportation contracts containing customary terms and provisions, reversionary interests, and similar burdens if the net cumulative effect of such burdens does not operate to reduce the net revenue interest in any Asset as of the Effective Date to an amount less than the net revenue interest set forth on Exhibit “A” or increase the working interest of any Asset from that set forth in Exhibit “A” without a corresponding increase in the revenue interest. (b) Preferential rights to purchase and required non-governmental third party consents to assignments and similar agreements with respect to which prior to Closing (i) waivers or consents are obtained from the appropriate parties, or (ii) the appropriate time period for asserting such rights has expired without an exercise of such rights. (c) Liens for taxes, taxes or assessments and other governmental charges not yet due and payable or which delinquent or, if delinquent, that are being contested by appropriate proceedings in good faith and for which adequate reserves have been established in the Company Filed SEC Documents, (ii) Liens, encumbrances or imperfections of title that have arisen in the ordinary normal course of business. (d) All rights to consent by, required notices to, filings with, or other actions by governmental entities in connection with the sale or conveyance of oil and gas leases or interests therein, if the same are customarily obtained subsequent to such sale or conveyance and Buyer and Seller have no reason to believe they cannot be obtained. (iiie) LiensAlleged Title Defects or other deficiencies or irregularities that have been waived by Buyer in writing or not asserted on or before the Defect Notice Date. (f) Easements, encumbrances rights-of way, servitudes, permits, surface leases and other rights in respect of surface operations, provided they do not materially interfere with Buyer’s operation or imperfections use of the Assets. (g) Defects, irregularities and deficiencies in title resulting from of or otherwise relating to any rights-of-way, easements, surface leases or other rights which in the aggregate do not materially impair the use of such rights-of-way, easements, surface leases or other rights for the purpose for which such rights will be held by Buyer and would not have a material adverse effect on the operation or value of any of the contracts referred Assets. (h) Environmental laws and regulations, to in the Disclosure Schedule, extent valid and applicable to the Assets. (ivi) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlordsVendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, workmen’s, materialmen’s, servicemen’s, repairmen’s and construction or other like Liens imposed liens which have expired as a matter of law, or arising by any Legal Requirement arising operation of law in the ordinary course of business and securing or incident to the construction or improvement of any property in respect of obligations that which are not yet due due. (j) All other liens, claims, charges, encumbrances, contracts, agreements, instruments, obligations, defects, and payable irregularities affecting the Assets relating to obligations not yet in default, and/or which individually or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course aggregate are not such as to interfere materially with the operation, value, or use of business that any of the Assets, do not secure materially prevent Buyer from receiving the proceeds of production from the Assets, do not reduce the net revenue interest of any material monetary obligations of the Assets as of the Effective Date to less than the net revenue interest set forth on Exhibit “A” and do not materially detract from obligate Buyer to bear costs and expenses relating to the value maintenance, development, and operation of any of the affected property or interfere with interests in any amount greater than the ordinary conduct of business of working interest set forth on “A” (unless the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure net revenue interest for such Asset is greater than the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising net revenue interest set forth in Exhibit “A” in the ordinary course of business, and (xi) Liens, encumbrances or imperfections of title which do not have a Material Adverse Effectsame proportion as any increase in such working interest).

Permitted Encumbrances. “Permitted Encumbrances” means FOR REVIEW ONLY Notwithstanding anything herein contained, the Purchaser covenants and agrees to accept title to the Real Property subject to and to be bound by and comply with the following: (i) Liens for taxesany subdivision agreement, assessments development agreement, municipal agreement pursuant to section 37 of the Planning Act (Ontario), servicing agreement, site plan agreement, financial agreement or other instrument containing provisions relating to the use, development, installation of services and utilities or the erection of a dwelling or other improvements in or on the Real Property and which may now or hereafter be registered on title to the Real Property (including all amendments to the foregoing agreements) (and whether relating to the current project of which the Real Property forms part of or any previous project or development), including the acceptance of those notice and warning clauses set out in Schedule “D” hereto (which the Purchaser acknowledges having been advised of) and any other warning clauses required by the Municipality or any other governmental charges authority. The Purchaser shall not yet due and payable make or which are being contested by appropriate proceedings in good faith and pursue any claim whatsoever against the Vendor, or against any other party, for which adequate reserves have been established compensation or an abatement in the Company Filed SEC DocumentsPurchase Price, or for damages or otherwise, nor initiate or pursue any claims, action or proceeding against the Vendor or against any other party as a result of an act, cause, damage, loss, matter or thing whatsoever arising out of or relating to any notices and warning clauses required by the Municipality or other governmental authority or agency or as otherwise included in Schedule “D” hereto; (ii) Liensall covenants, encumbrances easements, licences, interests and rights which may now or imperfections hereafter be required by the Municipality or any authority, commission or corporation or by the Vendor or Developer, for the installation and maintenance of title that have arisen public and private utilities and other services, including without limitation, telephone lines, hydro- electric lines, gas mains, water mains, sewers and drainage, cable TV, satellite, telecommunications, internet and other services or by any railway company or Metrolinx for the provision of a noise/environmental easement, or for the maintenance, repair or replacement of any adjoining dwelling, if applicable. The Purchaser covenants and agrees: (1) to consent to the granting of such easements, licenses and rights; and (2) to execute all documents and do all other things requisite for this purpose. After any transfer by the Vendor to the Purchaser, if it shall be necessary or expedient, in the ordinary course opinion of businessthe Vendor, the Purchaser shall execute all documents, without payment by the Vendor, which may be required to convey or confirm such easements, licenses and rights and shall obtain all mortgagee postponements and shall extract a similar covenant in any agreement entered into between the Purchaser and any subsequent purchaser; (iii) Liensany restrictive covenants, encumbrances conservation easements and restrictions, building restrictions and warning clauses (whether set out herein or imperfections in any schedule hereto), affecting the Real Property whether registered now or at any time prior to Closing and the Purchaser agrees to comply with same and to execute and deliver on closing any form of title resulting from or otherwise relating agreement to any of the contracts referred to evidence such compliance and such restrictive covenants and building restrictions may be contained in the Disclosure Schedule, transfer to the Purchaser; (iv) Liens, encumbrances any right of entry or imperfections of title relating to liabilities reflected re-entry as provided for in the financial statements (including any related notes) contained in the Company SEC Documents, this Agreement; (v) Liensany by-laws, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdictionregulations, (vi) nonexclusive licenses of Company IPcovenants, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s and other like Liens imposed by any Legal Requirement arising in the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, rights, licenses, title restrictions, rights-of-way and similar encumbrances agreements which may now or hereafter be registered against title to the Land; (vi) the right of the Vendor, Municipality or service provider and its or their servants, agents and employees, to enter onto the Land and to inspect and install services and utilities and to maintain, repair and replace same; FOR REVIEW ONLY (vii) any conditional sales agreements, notices of security interests or other agreements relating to any rental or leased equipment on real property imposed or in the Land; (viii) unregistered or inchoate liens or unpaid utilities in respect of which no formal bill, account or invoice has been issued by the relevant utility authority (or if issued, the time for payment of same has not yet expired) without any Legal Requirementclaim or request by the Purchaser for any utility holdback(s) or reduction/abatement in the Purchase Price, arising provided that the Vendor delivers to the Purchaser the Vendor’s written undertaking to pay all outstanding utility accounts owing with respect to the Real Property (including any amounts owing in connection with any real estate property lease agreements final meter reading(s) taken on or related documents immediately prior to the Closing Date, if applicable), as soon as reasonably possible after the completion of this transaction; (ix) any mortgage or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property mortgages, charge or interfere with the ordinary conduct of business of the Company charges, debenture or debentures, or any Company Subsidiary, trust deeds as provided for in this Agreement; (x) Liens covering cash deposits any reference plans, boundaries act plans, plans, subdivision plans, declaration under the Registry Act (Ontario), declaration or pledges affidavit of possession or Land Registrar’s Orders registered on title; The Vendor shall not be required to secure provide and the performance Purchaser shall not requisition, any letters of compliance, releases or bidsdischarges with respect to any of the matters referred to in paragraph 7 hereof, trade contractsthe Purchaser hereby acknowledging and agreeing that the Purchaser shall satisfy himself or herself as to compliance therewith. The Purchaser acknowledges that on Closing the Real Property may remain encumbered by one or more mortgages, leasescharges, statutory obligationsliens, surety debentures or trust deeds (and appeal bondsany related assignment of rents, performance bonds transfer of charges, notices, postponements or other instruments related thereto) (the “encumbrances”) which the Purchaser is not to assume. The Purchaser agrees, notwithstanding the registration of such encumbrances on title as at the time of closing, to close the transaction and other obligations to accept only the Vendor's and the Vendor’s solicitors’ undertaking to register good and valid discharges or releases of or from said encumbrances within a like naturereasonable time after Closing as determined by the Vendor. The Purchaser shall not require or requisition the discharge or release of any Financing Statements registered against the Vendor pursuant to the Personal Property Security Act (Ontario). The Vendor’s solicitors shall also deliver on Closing the appropriate direction regarding payment of funds with respect to such encumbrances. The Purchaser agrees to accept title to the Real Property and access thereto, arising in notwithstanding that legal access may be restricted by a 0.3 metre reserve owned by the ordinary course Municipality and not yet dedicated as a public highway. The provisions of business, and (xi) Liens, encumbrances or imperfections of title which do this paragraph shall not have a Material Adverse Effectmerge on the Closing.

Permitted Encumbrances. As to each Core Property, the following items shall be deemed acceptable to the Purchaser Parties and all such items shall constitute “Permitted Encumbrances” means hereunder to which the Purchaser Parties may not object: (i) Liens for all unpaid personal property, real estate and excise taxes, assessments and all water, sewer, utility, trash and other governmental charges not yet due and payable or which are being contested by appropriate proceedings similar charges, in good faith and for which adequate reserves have been established in the Company Filed SEC Documents, (ii) Liens, encumbrances or imperfections of title that have arisen in the ordinary course of business, (iii) Liens, encumbrances or imperfections of title resulting from or otherwise relating to any of the contracts referred to in the Disclosure Schedule, (iv) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s and other like Liens imposed by any Legal Requirement arising in the ordinary course of business and securing obligations each case that are not yet due and payable (it being understood that such items may be subject to apportionment or adjustment at the Closing as provided herein); (ii) the rights of the Tenants pursuant to Leases, other than any Ground Leases not set forth on Schedule 3.5(h), now in effect or which may be in effect on the Closing Date; (iii) all matters created or caused by or on behalf of, or with the written consent of, the Purchaser Parties; (iv) the Existing Loan Documents or any other documents securing the Existing Loans; (v) all Laws, including all environmental, building and zoning restrictions affecting a Core Property or the ownership, use or operation thereof adopted by any Governmental Entity having jurisdiction over such Core Property or the ownership, use or operation thereof, and all amendments or additions thereto now in effect or which may be in force and effect after the date hereof with respect to such Core Property, except to the extent that the Core Property is not in material compliance with any Laws relating to zoning; the parties hereby acknowledge and agree that the failure of any Core Property to have any required certificate of occupancy or other permit or license (other than on account of a failure of such Core Property to be in material compliance with a Law relating to zoning) shall not be treated as a title or survey matter and shall be deemed to be a Permitted Encumbrance; (vi) any public record filings by mechanics, materialmen or other workmen or suppliers employed by any Tenant at its own expense to provide services at the Property to the extent such filings are applicable to such Tenant’s leasehold interest only or are reimbursable by a Tenant under a Lease; (vii) Liens securing obligations for which a credit in an amount sufficient to cause such Lien to be removed, together with the fees associated with such removal, will be given to the Purchaser Parties at the Closing or that are being contested by appropriate proceedingsreflected on the Baseline Balance Sheet or as reductions of Estimated Net Assets on the Estimated Net Assets Statement, or that Seller agrees will be reflected on the Closing Net Assets Statement; and (viii) pledges all other documents and deposits (including letters of creditmatters listed or referred to on Schedules 3.5(b), surety bonds 3.17 and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising in the ordinary course of business, and (xi) Liens, encumbrances or imperfections of title which do not have a Material Adverse Effect3.21.

Permitted Encumbrances. As used herein, “Permitted Encumbrances” means (i) Liens for taxesall rights and interests reserved or retained by Infinity Oil and Gas, assessments and other governmental charges not yet due and payable or which are being contested by appropriate proceedings in good faith and for which adequate reserves have been established Inc. (“Infinity”) in the Company Filed SEC DocumentsLeases and the lands covered thereby under or pursuant to that certain Purchase and Sale Agreement dated as of December 28, 2007, between Infinity, as Seller, and Seller, as Purchaser, as amended by letter amendment dated March 16, 2009, between the same parties (as so amended, the “Infinity PSA”) and the conveyances executed by Infinity to Seller pursuant thereto, to include, without limitation, the overriding royalty interests reserved by Infinity pursuant to Section 10.03 of the Infinity PSA and the optional rights of participation of Infinity under Section 10.06 of the Infinity PSA (all of which shall be borne equally by Seller and Purchaser following Closing, subject to Section 10.02 of this Agreement); (ii) Lienslessor’s royalties, encumbrances overriding royalties, reversionary interests, rights or imperfections of title that have arisen in the ordinary course of businessoptions to participate, (iii) Liens, encumbrances and any similar or imperfections of title resulting from or otherwise relating other burdens applicable to any of the contracts referred to in Leases; (iii) the Disclosure Schedule, Contracts; (iv) Liensany and all federal, encumbrances or imperfections state, and local regulatory laws, orders and rules to which any of title relating to liabilities reflected in the financial statements (including any related notes) contained in the Company SEC Documents, Leases is presently subject; (v) Liens, pledges preferential rights to purchase and required consents and similar agreements with respect to which (a) waivers or encumbrances arising consents are obtained prior to the applicable deadlines from the appropriate parties or otherwise relating (b) required notice has been given to transfer restrictions under securities laws or related Legal Requirements the holder of any jurisdiction, the right and the appropriate time period for asserting the right has expired prior to the applicable deadline without an exercise of the right; (vi) nonexclusive licenses encumbrances relating to the Leases that secure payments to mechanics and materialmen or that secure payment of Company IPtaxes or assessments that are, in either case, not yet delinquent; (vii) landlords’all rights to consent by, carriers’required notices to, warehousemen’sfilings with, mechanics’, materialmen’s, servicemen’s, repairmen’s or other actions by governmental entities in connection with the sale or conveyance of the Leases if they are customarily obtained subsequent to the sale or conveyance; and other like Liens imposed by any Legal Requirement arising in the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way way, servitudes, permits, conditions existing on or below the surface, regulatory restrictions on drilling or operations, surface leases, surface use restrictions and similar encumbrances on real other surface uses and impediments on, over, or in respect of the Leases, to the extent they do not materially interfere with the rights in or the use or operation of such Leases; (ix) terms and conditions of lessor mortgages and the terms of the Leases; (x) ad valorem taxes or other property imposed taxes due and owing by any Legal Requirementlessors under the Leases for not more than three (3) years in which no foreclosure procedures have commenced; (xi) all other liens, arising in connection with any real estate property lease agreements or related documents or arising in charges, encumbrances, contracts, agreements, subordination, instruments, obligations, defects and irregularities affecting the ordinary course of business Leases that do not secure any material monetary obligations and do (or would not upon foreclosure or other enforcement) materially interfere with or detract from the ownership, operation, value or use of the affected property or interfere with the ordinary conduct of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising in the ordinary course of business, and Subject Interests. Such permissible defects under item (xi) Liensinclude, encumbrances or imperfections without limitation, (A) those described by an attorney’s title opinion as advisory only and (B) defects that have been cured by possession under applicable statutes of limitation, defects in the early chain of title such as failure to recite marital status in documents, omission of heirship or succession proceedings, lack of survey and failure to record releases of liens, production payments or mortgages that have expired of their own terms or which do through the passage of time or by statute are no longer enforceable or other defects that either as a practical matter have not have a Material Adverse Effectresulted or are not likely to result in claims that will materially adversely affect Seller’s title based upon customary oil and gas title practice in the jurisdiction where the lands covered by the Leases are located.

Permitted Encumbrances. “The Property shall be sold and conveyed subject to the following encumbrances (hereinafter referred to as the "Permitted Encumbrances” means Exceptions"): (ia) Liens for Any state of facts a survey and/or inspection of the Property may show; (b) All present and future laws, statutes, codes, ordinances, rules, regulations, restrictions and orders affecting the Property, including without limitation, all zoning and building ordinances and regulations of the commonwealth, city, town and/or village in which the Property is located; (c) The lien of real estate taxes, assessments assessments, water charges, sewer rents and municipal charges subject to apportionment as provided for herein; (d) All covenants, restrictions, easements, reservations, conditions, consents and agreements of record although Buyer shall have the right to review the title to the Property pursuant to paragraph 4 below, provided, however, Buyer shall not have the right to raise an objection to title to any of those matters set forth on Exhibit B attached hereto and made a part hereof unless any of those matters materially interfere with the current use of the Property, in which case the Buyer will have the right to object to same in accordance with the terms and provisions of paragraph 4(b) herein below, provided that such objections shall be made no later than ten (10) days after receipt of the Title Commitment (hereinafter defined); (e) All Tenant Leases, subleases, tenancies and rights of occupancy affecting the Property, all as may be affected by any rent laws, regulations, court rulings and court decisions; and to the form of lease being used at the Property, it being understood and agreed that such leases and tenancies may be terminated or expire between the date hereof and the Closing because of expiration, defaults, summary proceedings or for any other reason whatsoever and Seller shall not be liable therefor; (f) The rights, if any, relating to construction, maintenance and operation of public utility lines, wires, poles, cables, pipes, distributing boxes and other equipment and installations on, over and under the Property; (g) All violations of Federal, state and local laws, ordinances, regulations, rules, orders or requirements according to or issued by any governmental charges not yet due authority having jurisdiction with respect to the Property; (h) All maintenance, supply and payable service contracts set forth on Exhibit C annexed hereto and made a part hereof and any and all other such contracts and amendments, extensions or modifications thereto which are being contested by appropriate proceedings in good faith and for which adequate reserves have been established in the Company Filed SEC Documents, (ii) Liens, encumbrances or imperfections of title that have arisen Seller may enter into in the ordinary course of businessits business (collectively, the "Service Contracts"), provided, however, Seller hereby agrees that there will be no other Service Contracts which will continue in effect after Closing except as set forth in Exhibit C, except Seller shall have the right to enter into additional Service Contracts which would bind Buyer if Seller obtains Buyer's prior consent, which consent shall not be unreasonably withheld, denied, delayed or conditioned; and (iiii) LiensEncroachments and/or projections of walls, encumbrances foundations, xxxxxx, cellar steps, areas, cornices, trim and/or other improvements and/or installations onto the Property or imperfections of title resulting from or otherwise relating to any the Property onto adjoining property; party walls and/or party wall rights; variations between the record lot lines of the contracts referred to in Property and those shown on the Disclosure Schedule, (iv) Liens, encumbrances or imperfections tax map; and/or consents of title relating to liabilities reflected in record for the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements erection and/or maintenance of any jurisdictionstructures on, (vi) nonexclusive licenses under or above any streets or roads in front of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s and other like Liens imposed by any Legal Requirement arising in or adjoining the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising in the ordinary course of business, and (xi) Liens, encumbrances or imperfections of title which do not have a Material Adverse EffectProperty.

Permitted Encumbrances. “Permitted Encumbrances” means (i) Liens imposed by law for taxes, assessments and other governmental charges taxes not yet due and payable or which are being contested in good faith by appropriate proceedings in good faith and for with respect to which adequate reserves have been established in the Company Filed SEC Documents, are being maintained; (ii) Liens, encumbrances or imperfections statutory liens of title that have arisen in the ordinary course of business, (iii) Liens, encumbrances or imperfections of title resulting from or otherwise relating to any of the contracts referred to in the Disclosure Schedule, (iv) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s materialmen and other like similar Liens imposed arising by any Legal Requirement arising operation of law in the ordinary course of business and securing obligations that are for amounts not yet due and payable or that which are being contested in good faith by appropriate proceedings, proceedings and with respect to which adequate reserves are being maintained; (viiiiii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course of business that do not secure any material monetary obligations in compliance with workers’ compensation, unemployment insurance and do not materially detract from the value of the affected property other social security laws or interfere with the ordinary conduct of business of the Company or any Company Subsidiary, regulations; (xiv) Liens covering cash deposits or pledges to secure the performance or of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (v) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of businessbusiness that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of Borrower; (vi) Liens placed upon fixed or capital assets hereafter acquired to secure all or a portion of the purchase price thereof, provided that (x) any such Lien shall not encumber any other property of the Borrower and (xiy) Liensthe aggregate amount of Indebtedness secured by such Liens incurred as a result of such purchase shall not exceed the amount provided in Section 5.01; (vii) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (viii) normal and customary rights of setoff upon deposits of cash in favor of banks and depositary institutions; (ix) extensions, encumbrances renewals or imperfections replacements of title which do any Lien referred to above, provided that the principal amount of the Indebtedness secured hereby is not have a Material Adverse Effectincreased and any Lien resulting therefrom is limited to the assets originally encumbered.

Permitted Encumbrances. “Permitted Encumbrances” means any Lien on any property or asset of the Parent or any Restricted Subsidiary existing on the Effective Date; provided that any Lien securing obligations in excess of (x) $4,500,000 individually or (y) $45,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (c) that are not listed on Schedule 6.02) shall only be permitted to the extent such Lien is permitted by another clause in this Section 6.02; provided that (i) Liens for taxessuch Lien shall not apply to any other property or asset of the Parent or any Restricted Subsidiary (other than any replacements of such property or assets and additions and accessions thereto, assessments after-acquired property subject to a Lien securing Indebtedness and other governmental charges obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not yet due be permitted to apply to any property to which such requirement would not have applied but for such acquisition, or asset of the Parent or any Restricted Subsidiary and payable or which are being contested by appropriate proceedings the proceeds and the products thereof and customary security deposits in good faith respect thereof and for which adequate reserves have been established in the Company Filed SEC Documentscase of multiple financings of equipment provided by any lender, other equipment financed by such lender) and (ii) Lienssuch Lien shall secure only those obligations and unused commitment that it secures on the date hereof and extensions, encumbrances or imperfections renewals and replacements thereof so long as the principal amount of title that have arisen in such extensions, renewals and replacements does not exceed the ordinary course of business, (iii) Liens, encumbrances or imperfections of title resulting from or otherwise relating to any principal amount of the contracts referred to in the Disclosure Scheduleobligations being extended, renewed or replaced (iv) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements plus any accrued but unpaid interest (including any related notes) contained portion thereof which is payable in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s and other like Liens imposed by any Legal Requirement arising kind in the ordinary course of business and securing obligations that are not yet due and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property or interfere accordance with the ordinary conduct terms of business such extended, renewed or replaced Indebtedness) and premium payable by the terms of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety such obligations thereon and appeal bonds, performance bonds reasonable fees and other obligations of a like nature, arising in the ordinary course of business, and (xi) Liens, encumbrances or imperfections of title which do not have a Material Adverse Effect.expenses associated therewith);

Permitted Encumbrances. “Permitted Encumbrances” means Any: (ia) Liens for taxesTaxes, assessments and or ---------------------- other governmental charges or levies that are not yet at the particular time in question due and payable delinquent, foreclosure, distraint, sale or which other similar proceedings have not been commenced or if commenced, have been stayed or are being contested in good faith by appropriate proceedings in good faith and for which adequate if Canaan will have set aside on its books such reserves have been established in (segregated to the Company Filed SEC Documents, (iiextent required by sound accounting practices) Liens, encumbrances or imperfections of title that have arisen in the ordinary course of business, (iii) Liens, encumbrances or imperfections of title resulting from as may be required by GAAP or otherwise relating determined by its board of directors to any be adequate with respect thereto; (b) Liens of the contracts referred to in the Disclosure Schedule, (iv) Liens, encumbrances or imperfections of title relating to liabilities reflected in the financial statements (including any related notes) contained in the Company SEC Documents, (v) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdiction, (vi) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, laborers, materialmen’s, servicemen’slandlords, repairmen’s vendors, workmen and other like Liens imposed operators arising by any Legal Requirement arising operation of law in the ordinary course of business or by a written agreement existing as of the date hereof and securing obligations that are necessary or incident to the exploration, development, operation and maintenance of Hydrocarbon properties and related facilities and assets for sums not yet due and payable or that are being contested in good faith by appropriate proceedings, if Canaan will have set aside on its books such reserves (viiisegregated to the extent required by sound accounting practices) pledges and deposits as may be required by GAAP or otherwise determined by its board of directors to be adequate with respect thereto; (including letters of credit, surety bonds and other escrowed holdingsc) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising Liens incurred in the ordinary course of business that do not secure any material monetary obligations in connection with worker's compensation, unemployment insurance and do not materially detract from the value of the affected property or interfere with other social security legislation (other than ERISA); (d) Liens incurred in the ordinary conduct course of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or of bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance and repayment bonds and other obligations of a like nature; (e) Liens, arising easements, rights-of-way, restrictions, servitudes, permits, conditions, covenants, exceptions, reservations and other similar encumbrances incurred in the ordinary course of businessbusiness or existing on property and not (i) reducing the Canaan Net Revenue Interest set forth in Section 1.58 of the Canaan Disclosure Schedule, (ii) increasing the Canaan Working Interests in any Oil and Gas Interest set forth in Section 1.58 of the Canaan Disclosure Schedule or (iii) impairing the value of the assets of Canaan or interfering with the ordinary conduct of the business of Canaan or rights to any of their assets; (f) Liens created or arising by operation of law to secure a party's obligations as a purchaser of oil and gas; (g) all rights to consent by, required notices to, filings with, or other actions by any Governmental Authority to the extent customarily obtained subsequent to Closing; (h) farmout, carried working interest, joint operating, unitization, royalty, overriding royalty, sales and similar agreements relating to the exploration or development of, or production from, Hydrocarbon properties entered into in the ordinary course of business that do not (x) reduce the Canaan Net Revenue Interests set forth in Section 1.58 of the Canaan Disclosure Schedule, (y) increase the Canaan Working Interests in any Oil and Gas Interest set forth in Section 1.58 of the Canaan Disclosure Schedule or (z) adversely affect the value of any asset of Canaan; (i) any defects, irregularities or deficiencies in title to easements, rights-of-way or other surface use agreements that do not (x) reduce the Canaan Net Revenue Interests set forth in Section 1.58 of the Canaan Disclosure Schedule, (y) increase the Canaan Working Interests in any Oil and Gas Interest set forth in Section 1.58 of the Canaan Disclosure Schedule or (z) adversely affect the value of any asset of Canaan; (j) preferential rights to purchase and Third-Party Consents disclosed in Section 1.65 of the Canaan Disclosure Schedule; (k) Liens arising under or created pursuant to the Bank Credit Agreement; and (xil) Liens, encumbrances or imperfections Liens specifically described in Section 1.65 of title which do not have a Material Adverse Effectthe Canaan Disclosure Schedule.

Permitted Encumbrances. “Purchaser shall accept title to the ---------------------- Property subject to the following (the "Permitted Encumbrances” means (i) Liens for taxes"): 4.1.1 Any and all present and future zoning restrictions, assessments regulations, requirements, laws, ordinances, resolutions and orders of any city, town or village in which the Property lies, and of all boards, bureaus, commissions, departments and bodies of any municipal, county, state or federal sovereign or other governmental charges authority now or hereafter having or acquiring jurisdiction of the Property or the use and improvement thereof (such authority is herein called a "Governmental Authority"). 4.1.2 The state of facts shown on the survey prepared by Xxxx X. Xxxxxx - X.X. Xxxxxxx, Inc. described on Schedule "H" annexed hereto (the "Contract Survey"), and the survey exceptions listed on Schedule "H" annexed hereto, and any other state of facts shown on an accurate survey of the Property, or any part thereof, provided such other state of facts does not yet due materially adversely affect Purchaser's ability to use the Building for its present uses. 4.1.3 The Leases listed on Schedule "B" annexed hereto, and payable any extensions, renewals or which modifications thereof, or new Leases entered into in accordance with this Agreement. Nothing contained in this Agreement shall be deemed to prohibit Seller from terminating any tenancy by reason of default of a Tenant under its Lease, from bringing proceedings to dispossess any Tenant, or applying a Tenant's security deposit as allowed under its Lease. 4.1.4 The covenants, restrictions, easements, and agreements of record listed on Schedule "I" annexed hereto, and such other covenants, restrictions, easements and agreements of record, if any, affecting the Property, or any part thereof, provided such other covenants, restrictions, easements and agreements of record are being contested not violated by appropriate proceedings in good faith existing structures, and for which adequate reserves have been established in do not materially adversely affect the Company Filed SEC Documentspresent use of the Building. 4.1.5 Any state of facts a physical inspection of the Property would show. 4.1.6 The Service and Maintenance Agreements set forth on Schedule "E" annexed hereto, (ii) Liensand any renewals thereof, encumbrances or imperfections of title that have arisen substitutions therefor, or additions thereto, provided such renewals, substitutions and additions are made in the ordinary course of Seller's business. 4.1.7 All violations and/or notes or notices of violations of law or municipal ordinances, (iii) Liensorders, encumbrances or imperfections requirements noted in or issued by any Governmental Authority having jurisdiction against or affecting the Property. 4.1.8 Any mechanic's lien or other lien which is the obligation of title resulting from a Tenant under any Lease to bond or otherwise relating remove of record. 4.1.9 Real estate taxes, assessments, Business Improvement District charges and like charges for the fiscal year in which the Closing occurs and all fiscal years thereafter. 4.1.10 Any exception to coverage by the Title Company, provided that the Title Company insures same against collection out of or enforcement against the Property. 4.1.11 Any easement or right of use created in favor of any of public utility company for electricity, steam, gas, telephone, water or other service, and the contracts referred right to in install, use, maintain, repair and replace wires, cables, terminal boxes, lines, service connections, poles, mains, facilities and the Disclosure Schedulelike, (iv) Liensupon, encumbrances or imperfections of title relating to liabilities reflected in under and across the financial statements (including any related notes) Property. 4.1.12 The printed exceptions contained in the form of title insurance policy then issued by the Title Company SEC Documentswhich shall insure Purchaser's title. 4.1.13 Possible lack of right to maintain vaults, (v) Liensfences retaining walls, pledges or encumbrances arising from or otherwise relating to transfer restrictions under securities laws or related Legal Requirements of any jurisdictionchutes, (vi) nonexclusive licenses of Company IP, (vii) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, servicemen’s, repairmen’s cornices and other like Liens imposed by any Legal Requirement arising in installations encroaching beyond the ordinary course of business property line and securing obligations that are not yet due possible variance between the record description and payable or that are being contested by appropriate proceedings, (viii) pledges and deposits (including letters of credit, surety bonds and other escrowed holdings) made in connection with any lease agreements or related documents, (ix) easements, zoning restrictions, licenses, title restrictions, rights-of-way and similar encumbrances on real property imposed by any Legal Requirement, arising in connection with any real estate property lease agreements or related documents or arising in the ordinary course of business that do not secure any material monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Company Subsidiary, (x) Liens covering cash deposits or pledges to secure the performance or bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, arising in the ordinary course of business, and (xi) Liens, encumbrances or imperfections of title which do not have a Material Adverse Effecttax map.