Common use of Properties Clause in Contracts

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject RELP owns fee simple title to Liens permitted by Section 6.01, each of the Borrower real properties reflected on the most recent balance sheet of RELP included in the RELP Reports or as may be identified in the RELP Disclosure Letter (the "RELP Properties"), which are all of the real estate properties owned by it, free and its Subsidiaries has title toclear of liens, mortgages or deeds of trust, claims against title, charges which are liens or security interests ("Encumbrances") except as will be noted in the RELP Disclosure 8 Letter. To RELP's actual knowledge, the RELP Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or valid leasehold interests inreservations of an interest in title (collectively, all its real and personal property material to its business"Property Restrictions"), except for minor defects (i) Encumbrances and Property Restrictions that will be set forth in title and title defects disclosed the RELP Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to Lenders that real property, including zoning regulations, provided they do not materially adversely affect the current use of the property, (iii) Encumbrances and Property Restrictions disclosed on existing title reports or current surveys (in either case copies of which title reports and surveys have been or will be delivered or made available to AIP July 31, 1997), (iv) mechanics', carriers', workmen's, repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which have heretofore been bonded (and that will be listed in the RELP Disclosure Letter) or which individually or in the aggregate do not exceed $100,000, do not materially detract from the value of or materially interfere with the present use of any of the RELP Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by RELP and which have arisen or been incurred only in its ability to conduct its business as currently conducted construction activities or to utilize such properties for their intended purposesin the ordinary course of business. (b) Subject Valid policies of title insurance have been issued insuring either (a) RELP's fee simple title to the property conditions reports obtained by RELP Properties or (b) first mortgage liens thereon, subject only to the Borrower or a Subsidiary matters disclosed above and as may be set forth in the RELP Disclosure Letter, and such policies are, at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to havedate hereof, in the aggregatefull force and effect and no claim has been made against any such policy. To RELP's actual knowledge, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to except as will be used and operated set forth in the manner currently being used and operatedRELP Disclosure Letter: (i) there is no certificate, and no Credit Party has permit or license from any knowledge of governmental authority having jurisdiction over any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereofRELP Properties or any agreement, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right which is necessary to permit the lawful use and operation of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals buildings and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or improvements on any of its Subsidiaries the RELP Properties or which is necessary to be operated as then being operated have permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the RELP Properties that has not been lawfully issued obtained and are is not in full force and effect, other than those which the failure to obtain in the aggregate could or of any pending threat of modification or cancellation of any of same; (ii) RELP has not be reasonably expected to have a Material Adverse Effect. No Credit Party is in received written notice of any material violation of the terms any federal, state or conditions municipal law, ordinance, order, regulation or requirement affecting any portion of any such franchisesof the RELP Properties issued by any governmental authority; (iii) there are no structural defects relating to the RELP Properties and no RELP Properties whose building systems are not in working order in any material respect; and (iv) there is (A) no physical damage to any RELP Property in excess of $100,000 for which there is no insurance in effect covering the cost of the restoration, licenses(B) no current renovation to any RELP Property the cost of which exceeds $100,000 and (C) no current restoration (excluding tenant improvements) of any RELP Property, authorizations, rights the cost of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effectexceeds $100,000. (dc) None Except as will be set forth in the RELP Disclosure Letter, RELP has not received notice to the effect that and there are no (A) condemnation or rezoning proceedings that are pending or threatened with respect to any of the Credit Parties has received any notice RELP Properties or has any actual knowledge(B) zoning, building or similar laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any pending, threatened buildings or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or other improvements on any of its Subsidiaries the RELP Properties or by the continued maintenance, operation or use of the parking areas. All work to be performed, payments to be made and actions to be taken by RELP prior to the date hereof pursuant to any part thereofagreement entered into with a governmental body or authority in connection with a site approval, zoning 9 reclassification or any proposed termination other similar action relating to the RELP Properties (e.g., Local Improvement District, Road Improvement District, Environmental Mitigation) has been performed, paid or impairment taken, as the case may be, and RELP is not aware of any parking (except as contemplated in any approved expansion approved by Administrative Agent)planned or proposed work, at any such owned payments or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in actions that may be required after the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior date hereof pursuant to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic areaagreements, except as will be set forth on Schedule 3.05(e)in the RELP Disclosure Letter. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject AIP and its Subsidiaries own fee simple title to Liens permitted by Section 6.01, each of the Borrower real properties reflected on the most recent balance sheet of AIP included in the AIP Reports or as may be identified in the AIP Disclosure Letter (the "AIP Properties"), which are all of the real estate properties owned by them, free and clear of Encumbrances. To AIP's actual knowledge, the AIP Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), except for (i) Encumbrances and Property Restrictions that will be set forth in the AIP Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, provided they do not materially adversely affect the current use of the property, (iii) Encumbrances and Property Restrictions disclosed on existing title reports or surveys (in either case copies of which title reports and surveys have been or will be delivered or made available to RELP prior to July 31, 1997), and (iv) mechanics', carriers', workmen's, repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which have heretofore been bonded (and that will be listed in the AIP Disclosure Letter) or which individually or in the aggregate, do not exceed $100,000, do not materially detract from the value of or materially interfere with the present use of any of the AIP Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by AIP and its Subsidiaries has title to, and which have arisen or valid leasehold interests in, all been incurred only in its real and personal property material to its construction activities or in the ordinary course of business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject Valid policies of title insurance have been issued insuring AIP's or any of its Subsidiaries' fee simple title to the property conditions reports obtained by AIP Properties, subject only to the Borrower or a Subsidiary matters disclosed above and as may be set forth in the AIP Disclosure Letter, and such policies are, at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to havedate hereof, in the aggregatefull force and effect and no material claim has been made against any such policy. To AIP's actual knowledge, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to except as will be used and operated set forth in the manner currently being used and operatedAIP Disclosure Letter, and (i) there is no Credit Party has certificate, permit or license from any knowledge of governmental authority having jurisdiction over any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereofAIP Properties or any agreement, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right which is necessary to permit the lawful use and operation of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals buildings and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or improvements on any of its Subsidiaries the AIP Properties or which is necessary to be operated as then being operated have permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the AIP Properties that has not been lawfully issued obtained and are is not in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in or of any pending threat of modification or cancellation of any of same; (ii) neither AIP nor its Subsidiaries has received written notice of any material violation of the terms any federal, state or conditions municipal law, ordinance, order, regulation or requirement affecting any portion of any such franchisesof the AIP Properties issued by any governmental authority; (iii) there are no structural defects relating to the AIP Properties and no AIP Properties whose building systems are not in working order in any material respect; and (iv) there is (A) no physical damage to any AIP Property in excess of $100,000 for which there is no insurance in effect covering the cost of the restoration, licenses, authorizations, rights (B) no current renovation to any AIP Property the cost of use, governmental approvals which exceeds $100,000 and permits, (C) no current restoration (excluding tenant improvements) of any AIP Property the cost of which violation would reasonably be expected to have a Material Adverse Effectexceeds $100,000. (dc) None Except as will be set forth in the AIP Disclosure Letter, AIP or its Subsidiaries have received no notice to the effect that and there are no (A) condemnation or rezoning proceedings that are pending or threatened with respect to any of the Credit Parties has received AIP Properties or (B) any notice zoning, building or has any actual knowledgesimilar laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any pending, threatened buildings or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or other improvements on any of the AIP Properties 16 or by the continued maintenance, operation or use of the parking areas in any material respect. All work to be performed, payments to be made and actions to be taken by AIP or its Subsidiaries prior to the date hereof pursuant to any agreement entered into with a governmental body or any part thereofauthority in connection with a site approval, zoning reclassification or any proposed termination other similar action relating to the AIP Properties (e.g., Local Improvement District, Road Improvement District, Environmental Mitigation) has been performed, paid or impairment taken, as the case may be, and AIP is not aware of any parking (except as contemplated in any approved expansion approved by Administrative Agent)planned or proposed work, at any such owned payments or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in actions that may be required after the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior date hereof pursuant to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic areaagreements, except as will be set forth on Schedule 3.05(e)in the AIP Disclosure Letter. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted The Properties are owned directly, in fee simple, by the Persons set forth on Section 6.01, each 4.10 of the Borrower Contributor Disclosure Letter or their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is insured under a policy of title insurance as the owner of the fee simple estate (or, in the case of certain Properties, the leasehold estate) of such Property, in each case free and its Subsidiaries has title toclear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the transactions contemplated in this Agreement, no Contributor Subsidiary or valid leasehold interests in, all its real and personal property material JV Entity shall take or omit to its businesstake any action to cause any Lien to attach to any Property, except for minor defects in title Permitted Liens and title defects disclosed Liens, if any, given to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize secure mortgage indebtedness encumbering such properties for their intended purposesProperty. (b) Subject Except for matters that would not, individually or in the aggregate, have a Contributor Material Adverse Effect, (i) no Contributor Subsidiary, JV Entity, nor any other party to any agreement affecting any Property to which the property conditions reports obtained by the Borrower Contributor, a Contributor Subsidiary or JV Entity is a Subsidiary at the time party (other than a Lease (as such term is hereinafter defined) for space within such Property), has given or received any notice of acquisition default with respect to each Real Property, all components any term or condition of all improvements included within the Real Property owned or leased, as lessee, by any Credit Partysuch agreement, including, without limitation, any ground lease, (ii) no event has occurred or has been threatened in writing, which with or without the roofs and structural elements thereof and passage of time or the heatinggiving of notice, ventilationor both, air conditioningwould, plumbingindividually or together with all such other events, electricalconstitute a default under any such agreement, mechanicalor would, sewerindividually or together with all such other events, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributor Subsidiary or JV Entity, except for Permitted Liens, and (iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space leases) are valid and binding and in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effectfull force and effect. No improvement Contributor Subsidiary or portion thereof is dependent for its access, operation JV Entity has granted an option or utility on any land, building right of first refusal or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided offer pursuant to a recorded easement or other right the leases with respect to the sale of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effectany Property. (c) To each Credit Party’s actual knowledgeAs presently conducted, all franchisesnone of the operation of the buildings, licensesfixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, authorizationszoning ordinance or other law or regulation, rights of useexcept for such violations that would not, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned individually or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to aggregate, have a Contributor Material Adverse Effect. No Credit Party is in violation of Neither the terms or conditions Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such franchisesnotices or proceedings that would not, licensesindividually, authorizationsor in the aggregate, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Contributor Material Adverse Effect. (d) None of the Credit Parties has received any notice Except for matters that would not, individually or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely be expected to have a Contributor Material Adverse Effect, (i) to the Contributor’s Knowledge, neither the Contributor, any Contributor Subsidiary nor any JV Entity, nor any other party to any Lease, has given or received any notice of default with respect to any term or condition of any such Lease, (ii) to the Contributor’s Knowledge, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (iii) each of the leases (and all amendments thereto or modifications thereof) to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary or any JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for events matters that would not, individually or conditions not reasonably likely to have, in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, (i) no portion each of the Leases to which the Contributor, any Real Property owned or leased by Borrower Contributor Subsidiary or any of its Subsidiaries has suffered JV Entity is a party or by which the Contributor, any material damage by fire Contributor Subsidiary, any JV Entity or other casualty loss which has not heretofore been completely repaired any Property is bound or subject, is in full force and restored to its condition prior to such casualtyeffect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (ii) no portion regardless of any Real Property owned or leased by Borrower or any of its Subsidiaries whether enforcement is located sought in a special flood hazard area as designated by any federal Government Authorities proceeding at law or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(ein equity). (f) There are no Persons operating or managing any Mortgaged Property other than To the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To BorrowerContributor’s actual knowledgeKnowledge, except as previously disclosed on to the Current Survey Company or the Operating Partnership, no improvement or portion thereof, or tenant under any other part such Lease is presently the subject of any Mortgaged Propertyvoluntary or involuntary bankruptcy or insolvency proceedings, is dependent except for its accessmatters that would not, operation individually or utility on any landin the aggregate, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant reasonably be expected to have a recorded easement or other right of way establishing the right of such accessContributor Material Adverse Effect.

Properties. (a) Subject to Liens permitted Section 3.9 of the Company Disclosure Schedules lists or describes all interests in real property owned by Section 6.01, the Company and each of its Subsidiaries, including OREO, as of the Borrower date of this Agreement, together with the address of such real estate, and its Subsidiaries has title toeach lease of real property to which it is a party, and in each case of either owned or valid leasehold interests inleased real property, all its real and personal the proper identification, if applicable, of each such property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted a branch or to utilize such properties for their intended purposesmain office or other office. (b) Subject The Company and each of its Subsidiaries has good and marketable title to all assets and properties, whether real or personal, tangible or intangible, that it purports to own, other than OREO, subject to no liens, mortgages, security interests, encumbrances or charges of any kind except: (i) as noted in the property conditions reports obtained most recent Company Financial Statements or incurred in the Ordinary Course of Business since the date of the most recent Company Financial Statements; (ii) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate Proceedings and for which appropriate reserves have been established and reflected in the Company Financial Statements; (iii) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, securing any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities or any transaction by the Borrower Bank acting in a fiduciary capacity or a Subsidiary otherwise incurred in the Ordinary Course of Business; (iv) easements, rights of way, and other similar encumbrances that do not materially affect the present use of the properties or assets subject thereto or affected thereby or otherwise materially impair the present business operations at such properties; (v) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held as of the date of this Agreement; (vi) liens or deposits in connection with worker’s compensation, unemployment insurance, social security or other insurance; (vii) inchoate mechanic’s and materialmen’s liens for construction in progress and workmen’s, repairmen’s, warehousemen’s and carrier’s liens arising in the Ordinary Course of Business of the Company or the Bank consistent with past practice; (viii) liens existing on any asset of any Person at the time of acquisition such Person is acquired by or is combined with respect to each Real Property, all components of all improvements included within the Real Property owned Company or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereofCompany’s Subsidiaries, subject to such exceptions which are provided the lien was not likely to have, created in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility contemplation of that event; (ix) liens on any land, building or other improvement not included in the Real Property owned or leased property required by Regulation W promulgated by the Borrower Federal Reserve; and (x) liens incidental to the conduct of business or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right ownership of way establishing property of the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower Company or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain do not in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation materially detract from the value of the terms property or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None materially impair the use thereof as of the Credit Parties has received any notice or has any actual knowledgedate of this Agreement (collectively, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any the “Company Permitted Exceptions”). The Company and each of its Subsidiaries or as lessee has the right under valid and existing leases to occupy, use, possess and control any part thereof, or any proposed termination or impairment and all of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or the respective property leased by Borrower or any it, and each such lease is valid and without default thereunder by the lessee or, to the Knowledge of the Company, the lessor. To the Knowledge of the Company, all buildings and structures owned by the Company and each of its Subsidiaries or any part thereof in lieu lie wholly within the boundaries of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property real property owned or validly leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualtyit, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by do not encroach upon the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereofproperty of, or otherwise conflict with the property rights of, any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessPerson.

Properties. (aA) Subject The Operating Partnership or its subsidiaries have good and marketable title (fee or leasehold) to Liens permitted by Section 6.01, each all of the Borrower real properties described in the Registration Statement, the General Disclosure Package and its Subsidiaries has title tothe Prospectus as owned or leased by them and the improvements located thereon (individually, a “Property” and collectively, the “Properties”) and any other real property owned by them, in each case, free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or valid leasehold interests in, all its real and personal property material to its businessencumbrances of any kind, except for minor defects such mortgages, pledges, liens, claims, security interests, restrictions or encumbrances as (1) are described in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real PropertyRegistration Statement, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof General Disclosure Package and the heatingProspectus, ventilation(2) are Permitted Encumbrances or (3) would not, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment ; (B) all of the furnishing thereofground leases and subleases relating to the Properties, subject if any, material to such exceptions which are not likely to havethe business of the Operating Partnership and its subsidiaries considered as one enterprise, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which with such exceptions as are not material and do not materially interfere with the failure use made or proposed to obtain be made of such Property by the Operating Partnership or any of its subsidiaries, and neither the Operating Partnership nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Operating Partnership or any of its subsidiaries under any of the ground leases or subleases mentioned above, or affecting or questioning the rights of the Operating Partnership or any of its subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (C) all liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of the Operating Partnership or any of its subsidiaries that are required to be disclosed in the aggregate could not be reasonably expected Registration Statement, the General Disclosure Package or the Prospectus are disclosed therein; (D) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for such failures to comply that would not, individually or in the aggregate, have a Material Adverse Effect. No Credit Party ; (E) the Operating Partnership does not have any knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that will in any material manner affect the size of, use of, improvements on, construction on or access to the Properties, except as would not, individually or in the aggregate, have a Material Adverse Effect; (F) the mortgages and deeds of trust that encumber the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than other Properties; (G) the Operating Partnership, directly or indirectly, has obtained title insurance on the fee or leasehold interests, as the case may be, in each of the Properties, in an amount at least equal to the greater of (i) the mortgage indebtedness of each such Property or (ii) the purchase price of each such Property, and all such policies of insurance are in full force and effect; and (H) except as otherwise described in the Registration Statement, the General Disclosure Package or the Prospectus, neither the Operating Partnership nor any of its subsidiaries nor, to the knowledge of the Operating Partnership, any tenant of any of the Properties, is in violation default under (x) any tenant lease (as lessor or lessee, as the case may be) relating to any of the terms Properties, (y) any of the mortgages or conditions other security documents or other agreements encumbering or otherwise recorded against the Properties or (z) any ground lease, sublease or operating sublease relating to any of the Properties, whether with or without the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements, except with respect to (x), (y) and (z) immediately above any such franchisesdefault that would not, licensesindividually or in the aggregate, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. Either Purchaser or one of its Subsidiaries (a) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leasedgood and, as lesseeto real property, by any Credit Party, including, without limitation, marketable title to all the roofs material properties and structural elements thereof and assets reflected in either the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned latest audited balance sheet or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not latest interim balance sheet included in the Real Property Financial Statements as being owned by either Purchaser or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any one of its Subsidiaries or any part thereofacquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Properties”), or any proposed termination or impairment free and clear of all Liens of any parking (nature whatsoever, except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion statutory Liens securing payments not yet due or which are being contested in good faith for which adequate reserves have been taken, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of any Real Property owned way, and other similar encumbrances that do not materially affect the use of the properties or leased by Borrower assets subject thereto or any affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of its Subsidiaries has suffered any material damage by fire title or other casualty loss which has Liens as do not heretofore been completely repaired and restored to its condition prior to materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such casualtyproperties (collectively, “Permitted Encumbrances”), and (iib) no portion is the lessee of all leasehold estates reflected in either the Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties that constitute real property, the “Real Property”), free and clear of all Liens of any Real Property owned or nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased by Borrower or any of its Subsidiaries thereunder, and each such lease is located in a special flood hazard area as designated by any federal Government Authorities or any area identified valid without default thereunder by the insurance industry or other experts acceptable lessee or, to Purchaser’s Knowledge, the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) lessor. There are no Persons operating or managing any Mortgaged Property other than pending or, to Purchaser’s Knowledge, threatened (in writing) condemnation proceedings against the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Real Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) Subject with respect to Liens permitted by Section 6.01, each of the Borrower its xxxxx (including leasehold interests and appurtenant personal property) and its Subsidiaries has non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title tois good and free and clear of all liens, or valid leasehold interests insecurity interests, all its real pledges, charges, encumbrances, mortgages and personal property material to its businessrestrictions, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Propertyits non-producing properties in exploration prospects, all components such title was investigated in accordance with customary industry procedures prior to the Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title is good and marketable free and clear of all improvements included within the Real Property owned or liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, as lesseelicensed, or used by any Credit Partythe Company lies in an area which is, including, without limitation, or to the roofs and structural elements thereof and knowledge of the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repairCompany will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction of another person or entity or his or its ownership, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such exceptions which are not reasonably likely to have, real property in the aggregatebusiness of the Company as presently conducted or as the Registration Statement, the Prospectus or the Time of Sale Prospectus indicates it contemplates conducting, except as may be properly described in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse EffectChange. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each Each of the Borrower and its the Restricted Subsidiaries has good title to, or valid leasehold interests in, or rights to use, all its real and personal property material to its business, except for minor defects in title Liens permitted under Section 6.02 and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which except where the failure to obtain in the aggregate could have such interest would not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (db) None Set forth on Schedule 3.05 hereto is a complete and accurate list of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any all Material Real Property owned or leased by Borrower or any Loan Party as of its Subsidiaries or any part thereofthe Closing Date, or any proposed termination or impairment showing as of any parking the Closing Date the street address (except as contemplated in any approved expansion approved by Administrative Agentto the extent available), at any such owned or leased Real Property or of any sale county or other disposition of any Real Property owned relevant jurisdiction, state and record owner (c) Except as could not, individually or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely be expected to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, Effect (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant Restricted Subsidiaries own, or are licensed to use, all Intellectual Property that is necessary for the operation of their respective businesses as currently conducted, free and clear of all Liens (iother than Liens permitted under Section 6.02), (ii) to the knowledge of the Borrower, all registered and issued Intellectual Property rights owned by the Borrower and the Restricted Subsidiaries are valid and enforceable, (iii) the management agreements delivered to Administrative Agent as conduct of, and the use of Intellectual Property in, the respective businesses of the Effective DateBorrower and the Restricted Subsidiaries does not infringe, misappropriate, dilute, or otherwise violate the rights of any other Person, and (iiiv) such other management agreements in form and substance reasonably satisfactory there are no claims, actions, suits or proceedings pending against or, to the Administrative Agent. To knowledge of the Borrower’s actual knowledge, except as disclosed on threatened in writing against the Current Survey no improvement Borrower or portion thereofany Restricted Subsidiary (A) alleging any infringement, misappropriation, dilution or violation by the Borrower or any Restricted Subsidiary of any Intellectual Property right of any other Person, or any other part (B) challenging the ownership, use, validity or enforceability of any Mortgaged Property, is dependent for its access, operation Intellectual Property owned by or utility on licensed to the Borrower or any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessRestricted Subsidiary.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business Except as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely to havebe likely, either individually or in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is Effect on Company, Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in violation the latest audited balance sheet included in such Company SEC Reports as being owned by Company or one of its Subsidiaries or acquired after the terms date thereof (except properties sold or conditions otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any such franchisesnature whatsoever, licensesexcept (i) statutory Liens securing payments not yet due, authorizations(ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of useway, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None other similar encumbrances that do not materially affect the use of the Credit Parties has received any notice properties or has any actual knowledgeassets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear of all Liens of any pendingnature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of Company, the lessor. There are no pending or, to the knowledge of Company, threatened or contemplated condemnation proceeding affecting proceedings against any Real Property owned or leased by Borrower or that is material to Company. Other than the Owned Property, neither the Company nor any of its Subsidiaries or owns any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effectreal property. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (aA) Subject The Company or its subsidiaries have good and marketable title (fee or leasehold) to Liens permitted by Section 6.01, each all of the Borrower real properties described in the Registration Statement, the Disclosure Package and its Subsidiaries has title tothe Prospectus as owned or leased by them and the improvements located thereon (individually, a “Property” and collectively, the “Properties”) and any other real property owned by them, in each case, free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or valid leasehold interests in, all its real and personal property material to its businessencumbrances of any kind, except for minor defects such mortgages, pledges, liens, claims, security interests, restrictions or encumbrances as (1) are described in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real PropertyRegistration Statement, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof Disclosure Package and the heatingProspectus, ventilation(2) are Permitted Encumbrances or (3) would not, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment ; (B) all of the furnishing thereofground leases and subleases relating to the Properties, subject if any, material to such exceptions which are not likely to havethe business of the Company and its subsidiaries considered as one enterprise, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which with such exceptions as are not material and do not materially interfere with the failure use made or proposed to obtain be made of such Property by the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the ground leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (C) all liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of the Company or any of its subsidiaries that are required to be disclosed in the aggregate could not be reasonably expected Registration Statement, the Disclosure Package or the Prospectus are disclosed therein; (D) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for such failures to comply that would not, individually or in the aggregate, have a Material Adverse Effect. No Credit Party ; (E) the Company has no knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that will in any material manner affect the size of, use of, improvements on, construction on or access to the Properties, except as would not, individually or in the aggregate, have a Material Adverse Effect; (F) the mortgages and deeds of trust that encumber the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than other Properties; (G) the Company, directly or indirectly, has obtained title insurance on the fee or leasehold interests, as the case may be, in each of the Properties, in an amount at least equal to the greater of (i) the mortgage indebtedness of each such Property or (ii) the purchase price of each such Property, and all such policies of insurance are in full force and effect; and (H) except as otherwise described in the Registration Statement, the Disclosure Package or the Prospectus, neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any tenant of any of the Properties, is in violation default under (x) any tenant lease (as lessor or lessee, as the case may be) relating to any of the terms Properties, (y) any of the mortgages or conditions other security documents or other agreements encumbering or otherwise recorded against the Properties or (z) any ground lease, sublease or operating sublease relating to any of the Properties, whether with or without the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements, except with respect to (x), (y) and (z) immediately above any such franchisesdefault that would not, licensesindividually or in the aggregate, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Except as provided in Schedule 2.8 of the Wellsford Disclosure Letter, Wellsford or the Wellsford Subsidiary set forth on Schedule 2.2 of the Wellsford Disclosure Letter owns fee simple title to Liens permitted by Section 6.01, each of the Borrower real properties identified in Schedule 2.8 of the Wellsford Disclosure Letter (the "Wellsford Properties"), which are all of the real estate properties owned by them, in each case (except as provided below) free and its Subsidiaries clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title ("Encumbrances"). Except as set forth in Schedule 2.2 or Schedule 2.8 of the Wellsford Disclosure Letter, no other Person has title toany ownership interest in any of the Wellsford Properties, and any such ownership interest so scheduled does not materially detract from the value of, or valid leasehold interests inmaterially interfere with the present use of, all its real any of the Wellsford Properties subject thereto or affected thereby. The Wellsford Properties are not subject to any rights of way, written agreements, laws, ordinances and personal property material to its businessregulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), except for minor defects (i) Encumbrances and Property Restrictions set forth in the Wellsford Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, provided they does not materially adversely affect the current use of any Wellsford Property, (iii) Encumbrances and Property Restrictions disclosed on existing title reports or existing surveys (in either case copies of which title reports and title defects disclosed surveys have been delivered or made available to Lenders that EQR and listed in the Wellsford Disclosure Letter), which Encumbrances and Property Restrictions, in any event, do not materially detract from the value of, or materially interfere with its ability to conduct its the present use of, any of the Wellsford Properties subject thereto or affected thereby, and (iv) mechanics', carriers', workmen's, repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which, individually or in the aggregate, do not materially detract from the value of or materially interfere with the present use of any of the Wellsford Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by Wellsford and the Wellsford Subsidiaries. Except as currently conducted or to utilize such properties for their intended purposesprovided in Schedule 2.8 of the Wellsford Disclosure Letter, no portion of any of the Wellsford Properties is located in a flood zone area "V". (b) Subject Except as provided in Schedule 2.8 of the Wellsford Disclosure Letter, valid policies of title insurance have been issued insuring Wellsford's or the applicable Wellsford Subsidiaries' fee simple title to the property conditions reports obtained Wellsford Properties in amounts at least equal to the purchase price thereof paid by Wellsford therefor, subject only to the Borrower or a Subsidiary matters disclosed above and on the Wellsford Disclosure Letter, and such policies are, at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to havedate hereof, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary full force and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, effect and no Credit Party claim has been made against any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effectpolicy. (c) To each Credit Party’s actual knowledgeExcept as provided in Schedule 2.8 of the Wellsford Disclosure Letter, all franchisesWellsford has no Knowledge (as defined in Section 2.25) (i) that, licensesany certificate, authorizations, rights permit or license from any governmental authority having jurisdiction over any of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower the Wellsford Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of its Subsidiaries the buildings and improvements on any of the Wellsford Properties or which is necessary to be operated as then being operated have permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the Wellsford Properties has not been lawfully issued obtained and are is not in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in or of any pending threat of modification or cancellation of any of same; (ii) of any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement materially and adversely affecting any of the terms or conditions Wellsford Properties issued by any governmental authority; (iii) of any such franchises, licenses, authorizations, rights material structural defects relating to any Wellsford Property which costs more than $100,000 to repair; (iv) of use, governmental approvals any Wellsford Property whose building systems are not in working order in any material respect and permits, costs more than $100,000 to repair; (v) of any physical damage to any Wellsford Property in excess of $100,000 for which violation would reasonably be expected there is no insurance in effect covering the cost of the restoration; (vi) of any current renovation or uninsured restoration to have a Material Adverse Effectany Wellsford Property the cost of which exceeds $100,000; or (vii) of items referred to in Section 2.8(c)(iii)-(vi) which aggregate for Wellsford and its Subsidiaries more than $5,000,000. (d) None Neither Wellsford nor any of the Credit Parties Wellsford Subsidiaries has received any written notice to the effect that (i) any condemnation or has rezoning proceedings are pending or threatened with respect to any actual knowledgeof the Wellsford Properties or (ii) any zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any pending, threatened buildings or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or other improvements on any of its the Wellsford Properties or by the continued maintenance, operation or use of the parking areas. All work to be performed, payments to be made and actions to be taken by Wellsford or the Wellsford Subsidiaries prior to the date hereof pursuant to any agreement entered into with a governmental body or authority in connection with a site approval, zoning reclassification or other similar action relating to any part thereofWellsford Properties (e.g., Local Improvement District, Road Improvement District, Environmental Mitigation) has been performed, paid or any proposed termination or impairment taken, as the case may be, and Wellsford has no Knowledge of any parking (except as contemplated in any approved expansion approved by Administrative Agent)planned or proposed work, at any payments or actions that may be required after the date hereof pursuant to such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effectagreements. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on in Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as 2.8 of the Effective DateWellsford Disclosure Letter, and (ii) such other management agreements in form and substance reasonably satisfactory to all of the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement Wellsford Properties are managed by Wellsford or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accesswholly- owned Wellsford Subsidiary.

Properties. (a) Subject All of the real estate properties owned or leased by the Company or any of the Company Subsidiaries and material to Liens permitted by the business and operations of the Company and the Company Subsidiaries taken as a whole are set forth in Section 6.015.12 of the Company Disclosure Schedule. Except as set forth in Section 5.12 of the Company Disclosure Schedule, the Company or a Company Subsidiary owns fee simple title to each of the Borrower owned real properties identified in Section 5.12 of the Company Disclosure Schedule (the "Company Properties"), free and its Subsidiaries has clear of liens which secure the payment of money, mortgages or deeds of trust, monetary charges which are liens, security interests or other encumbrances on title which secure the payment of money (collectively, "Encumbrances"), and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws, ordinances and regulations materially and adversely affecting the current use or occupancy of any of the Company Properties by the Company or the Company Subsidiaries, as applicable (collectively, "Property Restrictions"), except for (i) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property by the Company, (ii) Property Restrictions disclosed on any title policies or reports or surveys received by, made available to, or valid leasehold interests inotherwise obtained by, all its real MergerCo, (iii) Property Restrictions that would be disclosed by current, accurate surveys or title policies or reports, and personal property (iv) mechanics', carriers', suppliers', workmen's or repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which, individually or in the aggregate, are not material to its businessin amount, except for minor defects in title and title defects disclosed to Lenders that do not materially detract from the value of or materially interfere with its ability the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries and which have arisen or been incurred only in the ordinary course of business. Except as set forth in Section 5.12 of the Company Disclosure Schedule, (A) the Company has not received any written notice of any material violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any of the Company Properties by any Governmental Entity; (B) to conduct its business as currently conducted or the Company's knowledge, there are no material structural defects relating to utilize such properties any of the Company Properties; (C) to the Company's knowledge, there is no Company Property whose building systems are not in working order in any material respect; and (D) to the Company's knowledge, there is no physical damage, other than ordinary wear and tear, for their intended purposeswhich the Company is responsible to any Company Property in excess of $250,000 for which there is no insurance in effect covering the full cost of the restoration. (b) Subject to The Company and the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real PropertyCompany Subsidiaries own good title, all components free and clear of all improvements included within Encumbrances, to all of the Real Property owned personal property and assets shown on the Company's balance sheet at December 31, 1998 as reflected in the Company SEC Reports (the "Balance Sheet") or leasedacquired after December 31, as lessee1998, by any Credit Partyexcept for (A) assets which have been disposed of to nonaffiliated third parties since December 31, including1998 in the ordinary course of business, without limitation(B) Encumbrances reflected in the Balance Sheet, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions (C) Encumbrances or imperfections of title which are not reasonably likely to havenot, individually or in the aggregate, a Material Adverse Effect. All watermaterial in character, gas, electrical, steam, compressed air, telecommunication, sanitary amount or extent and storm sewage lines and systems and other similar systems serving which do not materially detract from the Real Property owned value or leased by any Credit Party are installed and operating and are sufficient to enable materially interfere with the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor present or condition that reasonably could be expected to result in the termination or material impairment presently contemplated use of the furnishing thereof, assets subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement thereto or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualtyaffected thereby, and (iiD) no portion Encumbrances for current Taxes not yet due and payable. All of any Real Property the machinery, equipment and other tangible personal property and assets owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified used by the insurance industry or other experts acceptable Company and the Company Subsidiaries are in good condition and repair to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than extent necessary to permit the Borrower Company and the Management Company pursuant Subsidiaries to (i) the management agreements delivered to Administrative Agent conduct their businesses as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessthey are currently being conducted.

Properties. (a) Subject to Liens permitted by Section 6.01, each Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the property conditions reports obtained use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that could not reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To As of the Effective Date, each Credit Party’s actual knowledgeSubsidiary of the Borrower, including its ownership, is described on Schedule 3.05 hereto, and each Subsidiary that is an Unrestricted Subsidiary as of the Effective Date is designated as such on Schedule 3.05 hereto. Each Subsidiary of the Borrower has and will have all franchises, licenses, authorizations, rights requisite power to own or lease the properties material to its business and to carry on its business as now being conducted and as proposed to be conducted. All outstanding shares of use, governmental approvals and permits (including all certificates Equity Interests of occupancy and building permits) required to each class of each Subsidiary of the Borrower have been and will be validly issued and are and will be fully paid and nonassessable and, except as otherwise indicated in Schedule 3.05 hereto or disclosed in writing to the Administrative Agent and the Lenders from time to time, are and will be owned, beneficially and of record, by Governmental Authority to enable all Real Property owned the Borrower or leased by another Subsidiary of the Borrower, free and clear of any Liens other than Liens permitted under this Agreement. (d) As of the Effective Date, there are no restrictions on the Borrower or any of its Subsidiaries which prohibit or otherwise restrict the transfer of cash or other assets from any Subsidiary of the Borrower to be operated as then being operated have been lawfully issued and are in full force and effectthe Borrower, other than those which (i) prohibitions or restrictions existing under or by reason of this Agreement or the failure to obtain other Loan Documents, (ii) prohibitions or restrictions existing under or by reason of applicable requirements of law and (iii) other prohibitions or restrictions which, either individually or in the aggregate aggregate, have not had, or could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a have, Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Section 4.09(a) of the Newhall Disclosure Schedule sets forth a list or description of all material real property that the Newhall Entities own or lease (collectively, the “Newhall Properties”) or have a right or obligation to Liens permitted by Section 6.01acquire, sell or lease (other than under this Agreement), whether or not subject to the satisfaction of conditions, indicating, in each case, the name of each of the Borrower Newhall Entities that owns or leases or has the right or obligation to acquire, sell or lease such real property. Each of the Newhall Entities listed as owning any of the Newhall Properties on such Schedule has good and its Subsidiaries has marketable title to, or valid leasehold interests in, all its real and personal property material in fee simple to its business, such Newhall Properties (except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the extent noted as a leasehold or other property conditions reports obtained by interest in Section 4.09(a) of the Borrower Newhall Disclosure Schedule), free and clear of Encumbrances other than (i) Permitted Encumbrances or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are (ii) other Encumbrances that would not reasonably likely be expected to have, in the aggregate, have a Newhall Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving Each of the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge Newhall Entities listed as lessee of any factor of the Newhall Properties on such Schedule has a valid leasehold interest in such Newhall Properties, free and clear of Encumbrances other than (A) Permitted Encumbrances or condition (B) other Encumbrances that would not reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, have a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Newhall Material Adverse Effect. (cb) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could Except for matters that would not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Newhall Material Adverse Effect, (i) the Newhall Entities have sole possession of the Newhall Properties, there are no parties in possession of any portion of the Newhall Properties as lessees, tenants at sufferance, trespassers, licensees or otherwise, and none of the Newhall Entities has granted or agreed to grant to any Real Property owned Person, and none of the Newhall Entities is a party to, any option, contract, right of first refusal, right of first offer, affordable housing agreement, profit participation (payable to a Person other than one of the Newhall Entities), anti-speculation option, joint venture or leased by Borrower similar agreement or any other agreement or understanding, in each case, with respect to a purchase or sale of its Subsidiaries has suffered the Newhall Properties (or any material damage by fire real property that the Newhall Entities have a right or other casualty loss which has not heretofore been completely repaired and restored obligation to its condition prior to such casualty, and (iiacquire) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities portion thereof or any area identified by the insurance industry interest therein or pursuant to which any sales proceeds relating to any Newhall Properties are required to be paid to any other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e)Person. (fc) There are Except for matters that would not reasonably be expected to have a Newhall Material Adverse Effect, there is no Persons operating existing, or managing any Mortgaged Property other than to the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as knowledge of the Effective DateNewhall Companies, and (ii) such threatened in writing, proceeding that would involve the condemnation, eminent domain rezoning or other management agreements in form and substance reasonably satisfactory to modification of the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on zoning classification of any of the Current Survey no improvement or portion thereofNewhall Properties, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessportion thereof.

Properties. (a) Subject to Liens permitted by Section 6.01, each The Company or one of the Borrower and its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interests interest in, all of its real and assets constituting personal property material to its business(excluding, except for minor defects purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in title good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and title defects disclosed to Lenders other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not interfere with not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its ability to conduct its business Subsidiaries as currently conducted or to utilize such properties for their intended purposes(“Permitted Liens”). (b) Subject to Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property conditions reports obtained owned by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be operated as then sold or is being operated have condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been lawfully issued proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other than those which party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the failure to obtain Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate could aggregate, has not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals had and permits, which violation would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) None Each of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of Company and its Subsidiaries or any part thereofhas complied with the terms of all leases to which it is a party, or any proposed termination or impairment of any parking (and all such leases are in full force and effect, except as contemplated in any approved expansion approved by Administrative Agent), at for any such owned noncompliance or leased Real Property failure to be in full force and effect that, individually or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are has not had and would not reasonably likely be expected to have a Material Adverse Effect. (e) Except . Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for events any such failure to do so that, individually or conditions not reasonably likely to have, in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, (i) no portion which is the subject of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e)Section 4.19. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. Except as disclosed in the Company Reports filed prior to the date hereof, the Company and its subsidiaries (a) Subject have good, clear and marketable title to Liens permitted by Section 6.01, each of all the Borrower properties and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property assets which are material to its business, except for minor defects in title the Company's business on a consolidated basis and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, reflected in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge latest audited statement of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property Company Reports as being owned or leased by the Borrower Company and its subsidiaries or its Subsidiariesacquired after the date thereof (except properties sold or otherwise disposed of since the date thereof), other than for access provided pursuant to a recorded easement free and clear of all Liens except (i) statutory Liens securing payments not yet due, (ii) Liens on assets of subsidiaries of the Company incurred in the ordinary course of their business and (iii) such imperfections or other right irregularities of way establishing title or Liens as do not affect the right use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such access subject to such exceptions which are not likely to haveproperties, in the aggregate, either case in such a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated manner as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party Effect on the Company, and (b) are collectively the lessee of all leasehold estates which are material to the Company's business on a consolidated basis and are reflected in the latest audited financial statements included in the Company Reports or acquired after the date thereof (except for leases that have expired by their terms or as to which the Company has agreed to terminate or convey since the date thereof) and is in violation possession of the terms or conditions of any properties purported to be leased thereunder, and each such franchiseslease is valid without default thereunder by the lessee or, licensesto the Company's knowledge, authorizationsthe lessor, rights of use, governmental approvals and permits, which violation other than defaults that would reasonably be expected to not have a Material Adverse Effect. (d) None Effect on the Company. Each of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any Company and each of its Subsidiaries or any part thereof, or any proposed termination or impairment subsidiaries enjoys peaceful and undisturbed possession of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any all such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in leases. To the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as knowledge of the Effective DateCompany, all of the Company's and (ii) such other management agreements its subsidiaries, owned buildings, structures and equipment have been well maintained and are in form good and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledgeserviceable condition, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessnormal wear and tear excepted.

Properties. Except as disclosed in the Parent Reports filed prior to the date hereof, Parent and its subsidiaries (a) Subject have good, clear and marketable title to Liens permitted by Section 6.01, each of all the Borrower properties and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property assets which are material to its business, except for minor defects in title Parent's business on a consolidated basis and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, reflected in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge latest audited statement of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property Parent Reports as being owned by Parent and its subsidiaries or leased by acquired after the Borrower date thereof (except properties sold or its Subsidiariesotherwise disposed of since the date thereof), other than for access provided pursuant to a recorded easement free and clear of all Liens except (i) statutory Liens securing payments not yet due, (ii) Liens on assets of subsidiaries of Parent incurred in the ordinary course of their business and (iii) such imperfections or other right irregularities of way establishing title or Liens as do not affect the right use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such access subject to such exceptions which are not likely to haveproperties, in the aggregate, either case in such a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated manner as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party Effect on Parent, and (b) are collectively the lessee of all leasehold estates which are material to Parent's business on a consolidated basis and are reflected in the latest audited financial statements included in the Parent Reports or acquired after the date thereof (except for leases that have expired by their terms or as to which Parent has agreed to terminate or convey since the date thereof) and is in violation possession of the terms or conditions of any properties purported to be leased thereunder, and each such franchiseslease is valid without default thereunder by the lessee or, licensesto Parent's knowledge, authorizationsthe lessor, rights of use, governmental approvals and permits, which violation other than defaults that would reasonably be expected to not have a Material Adverse Effect. (d) None Effect on Parent. Each of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any Parent and each of its Subsidiaries or any part thereof, or any proposed termination or impairment subsidiaries enjoys peaceful and undisturbed possession of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any all such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agentleases. To Borrower’s actual knowledgethe knowledge of Parent, except as disclosed on the Current Survey no improvement or portion thereofall of Parent's and its subsidiaries, or any other part of any Mortgaged Propertyowned buildings, is dependent for its accessstructures and equipment have been well maintained and are in good and serviceable condition, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessnormal wear and tear excepted.

Properties. (a) Subject AIP and its Subsidiaries own fee simple title to Liens permitted by Section 6.01, each of the Borrower real properties reflected on the most recent balance sheet of AIP included in the AIP Reports or as may be identified in the AIP Disclosure Letter (the "AIP Properties"), which are all of the real estate properties owned by them, free and clear of Encumbrances. To AIP's actual knowledge, the AIP Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), except for (i) Encumbrances and Property Restrictions that will be set forth in the AIP Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, provided they do not materially adversely affect the current use of the property, (iii) Encumbrances and Property Restrictions disclosed on existing title reports or surveys (in either case copies of which title reports and surveys have been or will be delivered or made available to RELP prior to September 30, 1997), and (iv) mechanics', carriers', workmen's, repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which have heretofore been bonded (and that will be listed in the AIP Disclosure Letter) or which individually or in the aggregate, do not exceed $100,000, do not materially detract from the value of or materially interfere with the present use of any of the AIP Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by AIP and its Subsidiaries has title to, and which have arisen or valid leasehold interests in, all been incurred only in its real and personal property material to its construction activities or in the ordinary course of business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject Valid policies of title insurance have been issued insuring AIP's or any of its Subsidiaries' fee simple title to the property conditions reports obtained by AIP Properties, subject only to the Borrower or a Subsidiary matters disclosed above and as may be set forth in the AIP Disclosure Letter, and such policies are, at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to havedate hereof, in the aggregatefull force and effect and no material claim has been made against any such policy. To AIP's actual knowledge, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to except as will be used and operated set forth in the manner currently being used and operatedAIP Disclosure Letter, and (i) there is no Credit Party has certificate, permit or license from any knowledge of governmental authority having jurisdiction over any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereofAIP Properties or any agreement, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right which is necessary to permit the lawful use and operation of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals buildings and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or improvements on any of its Subsidiaries the AIP Properties or which is necessary to be operated as then being operated have permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the AIP Properties that has not been lawfully issued obtained and are is not in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in or of any pending threat of modification or cancellation of any of same; (ii) neither AIP nor its Subsidiaries has received written notice of any material violation of the terms any federal, state or conditions municipal law, ordinance, order, regulation or requirement affecting any portion of any such franchisesof the AIP Properties issued by any governmental authority; (iii) there are no structural defects relating to the AIP Properties and no AIP Properties whose building systems are not in working order in any material respect; and (iv) there is (A) no physical damage to any AIP Property in excess of $100,000 for which there is no insurance in effect covering the cost of the restoration, licenses, authorizations, rights (B) no current renovation to any AIP Property the cost of use, governmental approvals which exceeds $100,000 and permits, (C) no current restoration (excluding tenant improvements) of any AIP Property the cost of which violation would reasonably be expected to have a Material Adverse Effectexceeds $100,000. (dc) None Except as will be set forth in the AIP Disclosure Letter, AIP or its Subsidiaries have received no notice to the effect that and there are no (A) condemnation or rezoning proceedings that are pending or threatened with respect to any of the Credit Parties has received AIP Properties or (B) any notice zoning, building or has any actual knowledgesimilar laws, of any pendingcodes, threatened ordinances, orders or contemplated condemnation proceeding affecting any Real Property owned regulations that are or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified will be violated by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its accesscontinued maintenance, operation or utility use of any buildings or other improvements on any landof the AIP Properties or by the continued maintenance, building operation or other improvement not included use of the parking areas in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.any material respect. All

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower Except as does not have and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely be expected to have, individually or in the aggregate, a Contango Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has with respect to clauses (a) and (b), except with respect to any knowledge of any factor or condition that reasonably could be expected Contango’s Oil and Gas Properties: (a) Contango and its Subsidiaries have good, valid and defensible title to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property all real property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower Contango or any of its Subsidiaries (collectively, the “Contango Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (doccupancy arrangements) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower Contango or any of its Subsidiaries or any part thereof(collectively, or any proposed termination or impairment including the improvements thereon, the “Contango Leased Real Property”) free and clear of any parking (all Liens, except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse EffectPermitted Liens, (ib) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss each agreement under which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower Contango or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities the landlord, sublandlord, tenant, subtenant, or any area identified by the insurance industry or other experts acceptable occupant with respect to the Administrative Agent Contango Leased Real Property (each, a “Contango Real Property Lease”) is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject as an area that is a high probable earthquake to enforceability to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or seismic areaaffecting creditors’ rights and to general principles of equity, except as set forth on Schedule 3.05(e). (f) There are no Persons operating and neither Contango nor any of its Subsidiaries, or managing to the knowledge of Contango, any Mortgaged other party thereto, has received written notice of any default under any Contango Real Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective DateLease, and (iic) such other management agreements in form and substance reasonably satisfactory there does not exist any pending or, to the Administrative Agent. To Borrowerknowledge of Contango, threatened condemnation or eminent domain Proceedings that affect any of Contango’s actual knowledgeOil and Gas Properties, except as disclosed on the Current Survey no improvement Contango Owned Real Property or portion thereof, or any other part of any Mortgaged Contango Leased Real Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (ai) Subject to Liens permitted A description of each parcel of real property owned by Section 6.01, MSB or a Subsidiary of MSB is set forth in MSB’s Disclosure Letter. MSB and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the Borrower value, or materially interfere with the present use of the properties subject thereto or affected thereby. All real property and fixtures of MSB and each of its Subsidiaries are in a good state of maintenance and repair (normal wear and tear excepted), conform with all applicable ordinances, regulations and zoning laws and are considered by MSB to be adequate for the current business of MSB and its Subsidiaries. To the knowledge of MSB, none of the buildings, structures or other improvements located on its real property encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) MSB and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of MSB and its Subsidiaries has title tothat is leased rather than owned, or valid leasehold interests in, all neither MSB nor any of its real and personal property material to its business, except for minor defects Subsidiaries is in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize default under the terms of any such properties for their intended purposeslease. (biii) Subject to the A description of all real property conditions reports obtained leased by the Borrower MSB or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are MSB is set forth in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse EffectMSB’s Disclosure Letter. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided Each lease pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower MSB or any of its Subsidiaries to be operated as then being operated have been lawfully issued lessee, leases real or personal property, is valid and are in full force and effecteffect and neither MSB nor any of its Subsidiaries, nor, to MSB’s knowledge, any other than those which the failure party to obtain any such lease, is in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is default or in violation of the terms or conditions any material provisions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effectlease. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower Except as has not had and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could would not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries, as the case may be: (i) no portion holds good title to, or an enforceable leasehold interest in, all of any Real Property the tangible properties and assets reflected in the Balance Sheet as being owned by the Company or leased by Borrower or any of its Subsidiaries has suffered any or acquired after the date thereof that are material damage by fire to the Company’s business on a consolidated basis (except for properties and assets sold or otherwise disposed of since the date of the Balance Sheet in the ordinary course of business), free and clear of all Liens, except (A) statutory Liens for current Taxes or other casualty loss governmental charges not yet due and payable or the amount or validity of which has not heretofore been completely repaired and restored to its condition prior to such casualtyis being contested in good faith by appropriate proceedings, (B) Liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation (incurred in the ordinary course of business), (C) other statutory liens securing payments not yet due, (D) purchase money Liens and Liens securing rental payments under capital lease arrangements, (E) such imperfections or irregularities of title, claims, liens, charges, security interests, easements, covenants, and other restrictions or encumbrances, if any, that would not reasonably be expected, individually or in the aggregate, to materially impact the continued use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as presently conducted and (F) mortgages, or deeds of trust, security interests, or other encumbrances on title related to indebtedness reflected in the Financial Statements (collectively, the “Permitted Liens”); (ii) no portion does not hold and has never held title to any real property; and (iii) (A) is the lessee of any Real Property owned all leasehold estates, subleases, or leased by Borrower occupancy agreements reflected in the Financial Statements or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by acquired after the insurance industry or other experts acceptable date thereof that are material to the Administrative Agent as an area Company’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated, or otherwise disposed of in the ordinary course of business) (collectively, with respect to real property, the “Leased Real Property”); (B) is in possession of the properties purported to be leased thereunder, and each such lease is valid and in full force and effect and constitutes a high probable earthquake valid and binding obligation of the Company or seismic areathe applicable Subsidiary of the Company, subject to the Bankruptcy and Equity Exception; and (C) has not received written notice of termination, cancellation, breach, or default under any such lease. (b) With respect to the Leased Real Property, except as set forth on Schedule 3.05(e).would not have a Material Adverse Effect: (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as Company has not received written notice of the Effective Dateany existing, and (ii) such pending, or contemplated condemnation, inverse condemnation, expropriation, or other management agreements proceeding in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereofeminent domain, or any other part of taking by public authority with or without payment or consideration therefor affecting the Leased Real Property or any Mortgaged portion thereof or interest therein; and (ii) there are no subleases, licenses, occupancy agreements, consents, assignments, purchase agreements or other Contracts granting to any Person (other than the Company or its Subsidiaries) the right to use or occupy the Leased Real Property, is dependent for its access, operation or utility on any land, building or and no other improvement not included in such Mortgaged Property, Person (other than for access provided pursuant to a recorded easement or other right the Company and its Subsidiaries) is in possession of way establishing the right of such accessLeased Real Property.

Properties. (a) Subject to Liens permitted by Section 6.01, The Borrowers and each of the Borrower their Restricted Subsidiaries have good and its Subsidiaries has valid fee simple title toto or rights to purchase, or valid leasehold interests in, or easements or other limited property interests in or in the case of any UK Loan Party, legal title to and beneficial interest in all its real of their respective Real Property and have good title to their personal property material to its businessand assets, in each case, except (i) for minor defects in title and title defects disclosed to Lenders that do not materially interfere with its their ability to conduct its their business as currently conducted or to utilize such properties and assets for their intended purposes. purposes or (bii) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which where the failure to obtain in the aggregate could have such title or rights would not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (db) None The Borrowers and their Restricted Subsidiaries solely and exclusively own or otherwise have a valid license or right to use all rights in any and all intellectual property or other similar proprietary rights throughout the world, including any and all Patents, Trademarks, Copyrights, domain names, design rights, proprietary rights, technology, software, trade secrets, know-how, database rights and all related documentation, registrations, additions, improvements or accessions, and all goodwill and rights to xxx for past, present and future infringement associated with any of the Credit Parties has received foregoing (collectively, “IP Rights”) that are used in, held for use in or otherwise necessary for their respective businesses as presently conducted without any notice infringement, dilution, misappropriation or has any actual knowledgeother violation of the IP Rights of third parties, of any pending, threatened except to the extent the failure to own or contemplated condemnation proceeding affecting any Real Property owned have a license or leased by Borrower or any of its Subsidiaries or any part thereofhave rights to use would not, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent)where such infringement, at any such owned or leased Real Property or of any sale dilution, misappropriation or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions violation would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrowers, (i) no portion neither the Borrowers nor any of their Restricted Subsidiaries infringes upon, misuses, dilutes, misappropriates or otherwise violates any Real Property owned IP Rights held by any Person, except any such infringement, misuse, dilution, misappropriation or leased by other violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No claim or litigation regarding any IP Rights is pending or, to the knowledge of the Borrowers, threatened in writing against Borrower or any of its Subsidiaries has suffered any material damage by fire Restricted Subsidiary, that would reasonably be expected to have, individually or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualtyin the aggregate, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e)Material Adverse Effect. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. Each of the Company and its Subsidiaries (a) Subject has good and marketable and indefeasible title to all the properties, assets and premises owned by the Company or any of its Subsidiaries (the “Company Owned Properties”), free and clear of all Liens permitted of any nature whatsoever, except (i) statutory Liens not yet delinquent which are being contested in good faith by Section 6.01appropriate proceedings, each (ii) Liens for Taxes not yet due and payable or that are being contested in good faith and for which adequate reserves have been established and reflected on the financial statements of the Borrower Company, (iii) easements, rights of way, and other similar encumbrances that do not adversely affect the value or affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties as bank facilities and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee or sublessee of all properties, assets and premises leased or subleased by the Company or one of its Subsidiaries (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or sublessee or, to the Knowledge of the Company, the lessor. None of the Company or any of its Subsidiaries owns, and no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part. Section 3.21 of the Company Disclosure Schedule contains a complete and correct list of (i) all Company Owned Properties, including real property designated as “other real estate owned” by the Company and other real property or premises operated by the Company or any of its Subsidiaries as of the date hereof and (ii) all Company Leased Properties and together with a list of all applicable leases or subleases (each, a “Lease”) and the name of the lessor or sublessor. (a) All buildings, structures, improvements and fixtures on the Company Real Property and the equipment located thereon are in good operating condition and repair, ordinary wear and tear excepted, and are collectively sufficient to carry on the respective businesses of the Company and its Subsidiaries has title toin the ordinary course consistent with past practice. All Company Owned Properties and, or valid leasehold interests into the Knowledge of the Company, all its real and personal property material Company Leased Properties conform to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposesall applicable Laws. (b) Subject As to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs Company and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than none of the Company Real Property has been condemned or otherwise taken by any Governmental Entity and, to the Knowledge of the Company, no condemnation or taking is threatened or contemplated and none thereof is subject to any claim, contract or Law which might adversely affect its use or value for access provided pursuant the purposes now made of it. None of the Company Real Property is subject to a recorded easement any current interests of third parties or other right of way establishing restrictions or limitations that would impair or be inconsistent with the right current use of such access subject to Company Real Property by the Company or such exceptions which are not likely to have, in the aggregate, a Material Adverse EffectSubsidiary. (c) To The Company has delivered to Parent true, accurate and complete copies of each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals the following to the extent in the possession or control of the Company or its Subsidiaries and permits (including all certificates of occupancy and building permits) required in any way related to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued the Company Real Property: (i) title commitments together with legible copies of all underlying exceptions, (ii) title policies, (iii) environmental reports, (iv) zoning reports and are in full force and effectzoning letters, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals (v) licenses and permits, which violation would reasonably be expected to have a Material Adverse Effectand (vi) Leases and any amendments or renewals thereof. (d) None of Neither the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or Company nor any of its Subsidiaries has leased, subleased, licensed or granted occupancy rights in any portion or any part thereofparcel of Company Real Property, and, to the Knowledge of the Company, no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent)Lease, at any such owned or leased Real Property or of any sale license, occupancy or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effectagreement. (e) Except for events Since December 31, 2018, there has not been any material damage, destruction or conditions other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or its Subsidiaries, whether or not reasonably likely to have, in covered by insurance. (f) Neither the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or Company nor any of its Subsidiaries has suffered granted any options or rights of first refusal to purchase any Company Owned Property (or any portion thereof or interest therein). (g) The Company Owned Property is occupied under a valid certificate of occupancy or similar permit. The Mergers will not require the issuance of any new or amended certificate of occupancy and, to the Knowledge of the Company, there are no facts that would prevent the Company Owned Property from being occupied by Parent after the Closing in the same manner as occupied by the Company immediately prior to the Closing. (h) Neither the Company nor any of its Subsidiaries has received written notice from a Governmental Entity that a Company Owned Property is not in material damage compliance with applicable health and safety related requirements, including those requirements under the American with Disabilities Act of 1990, as amended. (i) The buildings, driveways and all other structures and improvements upon the Company Owned Properties are all wholly within the boundary lines and lot limits of such Company Owned Property or have the benefit of valid easements or similar property rights and do not encroach on any adjoining premises or easement or similar property right benefiting such Company Owned Property that would affect the use thereof. There are no encroachments on any Company Owned Property or any easement of property, right or benefit appurtenant thereto by any improvements located on any adjoining property which detract from the use thereof. There are no outstanding requirements or recommendations by any insurance company that has issued a policy covering the Company Owned Properties, or by any board of fire underwriters or other casualty loss which has not heretofore been completely repaired body exercising similar functions, requiring or recommending any repairs or work to be done on any such property. (j) Each of the Leases is valid and restored existing and in full force and effect and constitutes a valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms (in each case, subject to its condition prior to such casualtythe Bankruptcy and Equity Exception), and (ii) no portion party thereto is in default and no notice of a claim of default by any Real Property owned or leased by Borrower party has been delivered to the Company or any of its Subsidiaries Subsidiaries, or is located in now pending, and there does not exist any event that with notice or the passing of time, or both, would constitute a special flood hazard area as designated default or excuse performance by any federal Government Authorities party thereto, provided that with respect to matters relating to any party other than the Company or any area identified by one of its Subsidiaries, the insurance industry or other experts acceptable to foregoing representation is based on the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e)Knowledge of the Company. (fk) There are no Persons operating Since December 31, 2018, neither the Company nor any of its Subsidiaries has received or managing sent any Mortgaged Property other than written notice of termination, cancellation, breach or default from another party under any of the Borrower and Leases that has not since been rescinded. (l) None of the Management Leases referred to in the Company Disclosure Schedule will expire prior to the Effective Time pursuant to their terms. (m) Neither the Company nor any of its Subsidiaries has (i) the management agreements delivered to Administrative Agent as assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any of its rights and interest in any of the Effective Date, and Leases or (ii) such collaterally assigned or granted any other management agreements security interests in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, any Lease or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessinterest therein.

Properties. (a) Subject Schedule 3.11(a) correctly describes all leasehold interests in real property to be subleased pursuant to the Sublease Agreement to Novo Nordisk Delivery Technologies, Inc. and assigned to Novo Nordisk Delivery Technologies, Inc. pursuant to the Assignment Agreements (collectively, the “Real Property”), which Aradigm leases, any title insurance policies and surveys with respect thereto in the possession of Aradigm, and any Liens permitted by Section 6.01thereon, each specifying the name of the Borrower lessor, the lease term and its Subsidiaries basic annual rent. (b) Schedule 3.11(b) correctly describes all personal property included in the Transferred Assets, including machinery, equipment (including computer hardware, computer software and other computer parts and accessories), furniture, spare and replacement parts, and other tangible property, which Aradigm owns, leases or subleases, and any Liens thereon, specifying in the case of leases or subleases, the name of the lessor or sublessor, the lease term and basic annual rent. (c) Aradigm has good and marketable, indefeasible, fee simple title to, or, in the case of the Real Property or leased personal property, has valid leasehold interests in, all its real the Transferred Assets and personal property material the Real Property. No Real Property or Transferred Asset is subject to its businessany Lien, except except: (i) Liens disclosed on the Aradigm Balance Sheet; (ii) Liens for minor defects taxes not yet due or being contested in title good faith (and title defects disclosed to Lenders that for which adequate accruals or reserves have been established on the Aradigm Balance Sheet); or (iii) Liens which do not materially detract from the value of such Transferred Asset, or do not materially interfere with its ability to conduct its business as currently conducted any present or to utilize intended use of such properties for their intended purposesTransferred Asset or the Real Property (clauses (i) - (iii) of this Section 3.11(c) are, collectively, the “Permitted Liens”). (bd) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within There are no developments affecting the Real Property owned or leasedany of the Transferred Assets pending or, as lesseeto the knowledge of Aradigm threatened, which might materially detract from the value or materially interfere with any present or intended use by any Credit PartyNovo Nordisk Delivery Technologies, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, Inc. of such Real Property or Transferred Assets. (e) All leases of Real Property or personal property are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating standing and are sufficient to enable valid, binding and enforceable in accordance with their respective terms and there does not exist under any such lease any default or any event which with notice or lapse of time or both would constitute a default. (f) To the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in Aradigm, the termination or material impairment of the furnishing thereofplants, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not buildings and structures included in the Real Property owned and the Transferred Assets currently have access to (1) public roads or leased by the Borrower valid easements over private streets or its Subsidiariesprivate property for such ingress to and egress from all such plants, buildings and structures and (2) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to havepublic utilities, in each case as is necessary for the aggregateconduct of the Development Program as it has heretofore been conducted and as planned to be conducted by Novo Nordisk Delivery Technologies, a Material Adverse EffectInc. None of the structures on the Real Property encroaches upon real property of another Person, and no structure of any other Person substantially encroaches upon any Real Property. (cg) To each Credit Party’s actual knowledgethe knowledge of Aradigm, all franchisesthe Real Property, licenses, authorizations, rights of and its continued use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or operation as currently used, occupied and operated, does not constitute a nonconforming use under any of its Subsidiaries to be operated as then being operated have been lawfully issued applicable building, zoning, subdivision and are in full force other land use and effectsimilar laws, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals regulations and permits, which violation would reasonably be expected to have a Material Adverse Effectordinances. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business Except as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect. All waterEffect on the Company, gasthe Company or one of its Subsidiaries (i) has good, electricaltransferable, steam, compressed air, telecommunication, sanitary insurable (or similar) and storm sewage lines marketable title to all the properties and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated assets reflected in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not latest audited balance sheet included in the Real Property Company SEC Documents as being owned or leased by the Borrower Company or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all claims, liens, charges, security interests or encumbrances of any part thereofnature whatsoever, except (A) statutory liens securing payments not yet due, (B) such imperfections or irregularities of title, claims, liens, charges, security interests, easements, covenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (C) mortgages, or any proposed termination deeds of trust, security interests or impairment other encumbrances on title related to indebtedness reflected on the consolidated financial statements of any parking the Company (except as contemplated such liens, imperfections and irregularities in any approved expansion approved by Administrative Agentclauses (A), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation(B) and (C), which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty“Company Permitted Liens”), and (ii) no portion is the lessee of any Real Property owned all leasehold estates reflected in the latest audited financial statements included in the Company SEC Documents or acquired after the date thereof (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties purported to be leased by Borrower or any of its Subsidiaries thereunder, and each such lease is located in a special flood hazard area as designated by any federal Government Authorities or any area identified valid without default thereunder by the insurance industry or other experts acceptable lessee or, to the Administrative Agent as an area that is a high probable earthquake or seismic areaCompany’s Knowledge, except as set forth on Schedule 3.05(e)the lessor. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Each of the Parent, the Borrower and the Restricted Subsidiaries has good and defensible title to its material Oil and Gas Properties and good title to its material personal Properties, in each case, free and clear of all Liens except Liens permitted by Section 6.02. After giving full effect to Liens permitted by Section 6.016.02, the Parent, the Borrower or the Restricted Subsidiary, as applicable, specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests as reflected in the most recently delivered Reserve Report, and the ownership of such Properties shall not in any material respect obligate the Parent, the Borrower or such Restricted Subsidiary to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the Borrower and its Subsidiaries has title toworking interest of each Property set forth in the most recently delivered Reserve Report that is not offset by a corresponding proportionate increase in the Parent’s, the Borrower’s or valid leasehold interests in, all its real and personal property material to its business, except for minor defects such Restricted Subsidiary’s net revenue interest in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposesProperty. (b) Subject to All material leases and agreements necessary for the property conditions reports obtained by conduct of the business of the Parent, the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heatingRestricted Subsidiaries are valid and subsisting, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which and there exists no default or event or circumstance that with the failure giving of notice or the passage of time or both would give rise to obtain in the aggregate a default under any such lease or leases, except as could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (dc) None of the Credit Parties has received any notice The rights, Properties and other assets presently owned, leased or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified licensed by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic areaParent, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant Restricted Subsidiaries, including, without limitation, all easements and rights of way, include all rights, Properties and other assets necessary to (i) permit the management agreements delivered Parent, the Borrower and the Restricted Subsidiaries to Administrative Agent conduct their business in all material respects in the same manner as of such business has been conducted prior to the Effective Date. (d) All of the assets and Properties of the Parent, the Borrower and (ii) such other management agreements the Restricted Subsidiaries that are reasonably necessary for the operation of their business are in form good working condition and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included are maintained in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessaccordance with prudent business standards.

Properties. (a) Subject 6.2.9.1 Except as would not reasonably be expected to Liens permitted by Section 6.01, each of the Borrower be material to Cnova Brazil and its Subsidiaries has title to(other than Cnova Finança), taken as a whole, Cnova Brazil or valid leasehold interests inone of its Subsidiaries is the legal owner and holds legitimate, peaceable and uncontested possession to all the fixed or movable goods and rights representing the assets required to enable Cnova Brazil and its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability Subsidiaries to conduct its their business as currently conducted in all material respects. Except as would not reasonably be expected to be material to Cnova Brazil and its Subsidiaries (other than Cnova Finança), taken as a whole, (a) the assets of Cnova Brazil and its Subsidiaries are free and unencumbered of any mortgages, charges, issues, burdens, liens, retention rights, attachments, chattel mortgages, obligations, fines or to utilize such properties for their intended purposes. pledges of any nature; (b) Subject Cnova Brazil and its Subsidiaries are entitled to the property conditions reports obtained by the Borrower or a Subsidiary use, enjoy and dispose of such goods and rights at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leasedany time, as lessee, by any Credit Party, includinglegally permitted, without limitationsuch usage, enjoyment or disposal affecting the roofs rights or interests of third parties; and structural elements thereof (c) except for normal wear and the heatingtear, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, such assets are in good working order usable condition for the operation of the business of Cnova Brazil and repairits Subsidiaries as currently conducted. 6.2.9.2 Except for the real estate properties set forth in Section 6.2.9.2 of the Cnova Disclosure Schedule, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property leased or owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower Cnova Brazil or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right none of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower Cnova Brazil or any of its Subsidiaries is located the owner, lessor and/or lessee of any material real estate property. Except as would not reasonably be expected to be material to Cnova Brazil and its Subsidiaries (other than Cnova Finança), taken as a whole, Cnova Brazil and its Subsidiaries have paid and currently pay any and all rents, Taxes and assessments due by them in a special flood hazard area as designated by connection with the lease of the real estate properties in which it conducts its activities in all periods for which liability could still be imposed from under any federal Government Authorities applicable statutes of limitation, including but not limited to Municipal Real Property Tax – IPTU. 6.2.9.3 There is no property and assets (whether real, personal, tangible or intangible), used or held for use in connection with the businesses of Cnova Brazil or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area of its Subsidiaries, that is a high probable earthquake owned by Cnova NV or seismic area, except as set forth on Schedule 3.05(eany of its Subsidiaries (other than Cnova Brazil and its Subsidiaries). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Security and its subsidiaries have good and marketable title, free and clear of all liens, encumbrances, charges, defaults or equitable interests to Liens permitted by Section 6.01, each all of the Borrower properties and its Subsidiaries has title toassets, real and personal, reflected in the Security SEC Documents as being owned by Security as of March 31, 2000, or valid leasehold interests inacquired after such date, all its real except (i) liens for current taxes in amounts not yet due and personal property material payable, (ii) pledges to its secure deposits and other liens incurred in the ordinary course of banking business, except for minor defects in title and title defects disclosed to Lenders that (iii) such imperfections of title, easements, encumbrances, liens, charges, defaults or equitable interests, if any, as do not interfere with affect the use of properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties, (iv) dispositions and encumbrances in the ordinary course of business none of which exceed $25,000 in the aggregate, and (v) liens on properties acquired in foreclosure or on account of debts previously contracted. All leases pursuant to which Security or any of its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leasedsubsidiaries, as lessee, leases real or personal property (except for leases that have expired by their terms or that Security or any Credit Partysuch subsidiary has agreed to terminate since the date hereof) are valid without default thereunder by the lessee or, including, without limitationto Security's knowledge, the roofs lessor. All of the assets of Security and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, its subsidiaries are in good working order operating condition and repair, subject to such exceptions which are not reasonably likely to haveordinary wear and tear excepted, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property adequate to continue to be used conduct the business of Security and operated its subsidiaries as such businesses are presently being conducted. All buildings and improvements of Security are in good condition (normal wear and tear excepted), are structurally sound and are not in need of material repairs, are fit for their intended purposes and are adequately serviced by all utilities necessary for the manner currently being used and operated, and no Credit Party has any knowledge effective operation of business as presently conducted at that location. No real property of Security or its subsidiaries is in material violation of any factor zoning regulation, building restriction, restrictive covenant, ordinance, or condition that reasonably could be expected other law, order, regulation or requirement relating to result in the termination any Security real property. There is no proposal under active consideration by any public or material impairment of the furnishing thereof, subject governmental authority or entity to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effectacquire Security real property for any governmental purpose. No improvement or portion thereof real property is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effectcondemnation action. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower Pivotal and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposesown any real property. (b) Subject to the property conditions reports obtained by the Borrower Except as would not, individually or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, be material to Pivotal and its Subsidiaries, taken as a Material Adverse Effect. All waterwhole, gasPivotal or one of its Subsidiaries has a valid leasehold interest in all of its real properties and tangible assets that are necessary for Pivotal and its Subsidiaries to conduct their respective businesses as currently conducted, electricalfree and clear of all Liens other than (i) Liens for Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, steam(ii) mechanics’, compressed airworkmen’s, telecommunicationrepairmen’s, sanitary warehousemen’s and storm sewage lines and systems carriers’ Liens arising in the ordinary course of business of Pivotal or such Subsidiary, (iii) any such matters of record, Liens and other similar systems serving the Real Property owned imperfections of title that do not, individually or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement materially impair the continued ownership, use and operation of the assets to which they relate in the business of Pivotal and its Subsidiaries as currently conducted, (iv) Liens specifically reflected on the Most Recent Pivotal Balance Sheet, (v) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or portion thereof is dependent for its accessto secure the performance of tenders, operation or utility on any landstatutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (vi) zoning, building or and other improvement similar codes and regulations which are not included violated in the Real Property owned or leased any material respect by the Borrower or use and operation of any property of Pivotal and its Subsidiaries, (vii) Liens, easements, rights-of-way, covenants and other than for access provided pursuant to a recorded easement similar restrictions that have been placed by any developer, landlord or other right of way establishing the right of such access subject to such exceptions Person on property over which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower Pivotal or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms has easement rights or conditions of on any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or property leased by Borrower Pivotal or any of its Subsidiaries and subordination or similar agreements relating thereto, in each case that do not adversely affect in any part thereof, material respect the occupancy or any proposed termination or impairment use of any parking property of Pivotal and its Subsidiaries, and (except viii) transfer restrictions of general applicability as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale may be provided under the Securities Act or other disposition applicable securities Laws (“Permitted Liens”). Section 3.18(a) of any Real Property owned or the Pivotal Disclosure Letter sets forth a true and complete list of all real property leased by Borrower for the benefit of Pivotal or any of its Subsidiaries or any part thereof pursuant to a Contract providing for annual aggregate rent in lieu excess of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) $5,000,000. Except for events or conditions as would not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (i) no portion the tangible personal property currently used in the operation of any Real Property owned or leased by Borrower or any the business of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired Pivotal and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(egood working order (reasonable wear and tear excepted). (fc) There are no Persons operating or managing any Mortgaged Property other than Each of Pivotal and its Subsidiaries has complied with the Borrower and the Management Company pursuant terms of all leases to (i) the management agreements delivered to Administrative Agent as of the Effective Datewhich it is a party, and (ii) all such other management agreements leases are in form full force and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledgeeffect, except as disclosed on for any such noncompliance or failure to be in full force and effect that, individually or in the Current Survey no improvement aggregate, would not have a Material Adverse Effect. Each of Pivotal and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or portion thereofin the aggregate, or any other part would not have a Material Adverse Effect. This section 3.18 does not relate to intellectual property, which is the subject of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accesssection 3.19.

Properties. (a) Subject to Liens permitted by Section 6.01, each 3.15 of the Borrower Disclosure Schedule correctly lists each parcel of real property leased or subleased by the Company or any Subsidiary as of the date hereof (the “Real Property”). The Company and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposesown any Real Property in fee simple. (b) Subject Except as would not reasonably be expected to have, individually or in the property conditions reports obtained by the Borrower or aggregate, a Subsidiary at the time Material Adverse Effect: (i) each material lease of acquisition with respect to each Real Property, together with all components amendments and modifications thereto (each, a “Lease”) is in full force and effect in accordance with its terms; (ii) all material amounts due and payable as rent due under each such Lease have been paid in full (except that routine reconciliations of all improvements included within the Real Property owned or leasedtypical lease charges such as taxes, as lesseecommon area maintenance payments, by any Credit Party, including, without limitation, the roofs and structural elements thereof insurance and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, like may still be owed for prior years if such amounts have not been billed by landlords or are in good working order the routine process of payment on the date hereof or are being disputed); (iii) in each case the lessee or an affiliate has been in peaceable possession since the commencement of the original term of such Lease and repairno material waiver, subject indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; and (iv) to Seller’s knowledge, there exists no material default or event, occurrence, condition or act which, with the giving of notice or the lapse of time or both, would become a default under such exceptions Lease allowing the landlord to terminate such Lease. Neither the Company nor any Subsidiary or, to the knowledge of Seller, any other party thereto, has violated any of the terms or conditions under any such Lease, except for any such violations which are would not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. All waterThe Company and its Subsidiaries have adequate rights of ingress and egress and adequate electric, gaslight, electrical, steam, compressed air, telecommunication, sanitary telephone and storm sewage lines and systems and other similar systems serving the water utilities with respect to all Real Property owned or leased by any Credit Party are installed for operation of the business of the Company and operating and are sufficient to enable the Real Property to continue to be used and operated its Subsidiaries in the manner currently being used ordinary course and operated, consistent in all material respects with past practice and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in with the termination or material impairment business plans of the furnishing thereofCompany and its Subsidiaries as in effect on the date hereof, subject except for the failure of the Company or its Subsidiaries to have such exceptions which are rights as would not likely to haveconstitute, individually or in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement Except as would not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned individually or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion condemnation proceeding or other litigation is pending or, to the knowledge of Seller, threatened which would preclude or impair the use of any such Real Property owned or leased by Borrower or any of the Company and its Subsidiaries has suffered any material damage by fire for the purposes for which it is currently used or other casualty loss which has not heretofore been completely repaired and restored proposed to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent be used as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessdate hereof.

Properties. (a) Subject Except as provided in SCHEDULE 2.2 or SCHEDULE 2.9(A) to Liens permitted by Section 6.01the Cornerstone Disclosure Letter, Cornerstone or the Cornerstone Subsidiary or Cornerstone Non-controlled Subsidiary set forth on SCHEDULE 2.2 to the Cornerstone Disclosure Letter owns fee simple title to or holds a leasehold interest in each of the Borrower real properties identified in SCHEDULE 2.2 to the Cornerstone Disclosure Letter (the "Cornerstone Properties"), which are all of the real estate properties owned by them, in each case (except for the Permitted Title Exceptions (as defined herein)) free and its Subsidiaries clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title ("Encumbrances"). SCHEDULE 2.2 to the Cornerstone Disclosure Letter further identifies which of the Cornerstone Properties are owned in fee simple by Cornerstone or the Cornerstone Subsidiary or the Cornerstone Non-controlled Subsidiary and which of the Cornerstone Properties are subject to a ground lease. Except as set forth in SCHEDULE 2.2 to the Cornerstone Disclosure Letter, no other Person has title toany ownership interest in any of the Cornerstone Properties, and any such ownership interest so scheduled does not materially detract from the value of the Cornerstone Subsidiary's or Cornerstone Non-controlled Subsidiary's (as the case may be) interest in, or valid leasehold interests inmaterially interfere with the present use of, all its any of the Cornerstone Properties subject thereto or affected thereby. Except as set forth in SCHEDULE 2.9(A) to the Cornerstone Disclosure Letter, none of the Cornerstone Properties is subject to any restriction on the sale or other disposition thereof or on the financing or (i) Property Restrictions and Encumbrances set forth in the Cornerstone Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real and personal property material to its businessproperty, except for minor defects in title and title defects disclosed to Lenders that including zoning regulations, which do not materially adversely affect the current use of any Cornerstone Property, (iii) Property Restrictions and Encumbrances disclosed on existing title reports or policies or existing surveys or subsequently granted by Cornerstone or the Cornerstone Subsidiary or Cornerstone Non-controlled Subsidiary, which Property Restrictions and Encumbrances, in any event, do not materially detract from the value of, or materially interfere with its ability the present use of, any of the Cornerstone Properties subject thereto or affected thereby and (iv) liens for real estate taxes not yet due and payable, mechanics', carriers', workmen's, repairmen's liens and other Encumbrances and Property Restrictions, if any, which, individually or in the aggregate, do not materially detract from the value of or materially interfere with the present use of any of the Cornerstone Properties subject thereto or affected thereby. SCHEDULE 2.9(A) to conduct its business the Cornerstone Disclosure Letter lists each of the Cornerstone Properties which are under development as currently conducted or to utilize of the date of this Agreement and describes the status of such properties for their intended purposesdevelopment as of the date hereof. (b) Subject Except as provided in SCHEDULE 2.2 or SCHEDULE 2.9(B) to the property conditions reports obtained Cornerstone Disclosure Letter, valid policies of title insurance or fully-paid and enforceable commitments therefor have been issued insuring the applicable Cornerstone Subsidiary's or Cornerstone Non-controlled Subsidiary's (as the case may be) fee simple title or leasehold estate, as the case may be, to the Cornerstone Properties owned by it in amounts approximately equal to the Borrower purchase price therefor paid by such Cornerstone Subsidiary or a Subsidiary Cornerstone Non-controlled Subsidiary, subject only to the matters disclosed above and in the Cornerstone Disclosure Letter. Such policies are, at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to havedate hereof, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary full force and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effecteffect. No improvement or portion thereof is dependent for its access, operation or utility on claim has been made against any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effectpolicy. (c) To each Credit Party’s actual knowledgeExcept as provided in SCHEDULE 2.9(C) to the Cornerstone Disclosure Letter, all franchisesCornerstone has no Knowledge (i) that, licensesany certificate, authorizations, rights permit or license from any governmental authority having jurisdiction over any of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower the Cornerstone Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of its Subsidiaries the buildings and improvements on any of the Cornerstone Properties or which is necessary to be operated as then being operated have permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the Cornerstone Properties has not been lawfully issued obtained and are is not in full force and effect, other than those or of any pending threat of modification or cancellation of any of the same which would have a material adverse effect on such Cornerstone Property, (ii) of any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any of the failure Cornerstone Properties issued by any governmental authority which would have a material adverse effect on such Cornerstone Property, (iii) of any structural defects relating to obtain any Cornerstone Property which would have a material adverse effect on such Cornerstone Property, (iv) of any Cornerstone Property whose building systems are not in the aggregate could not be reasonably expected working order so as to have a Material Adverse Effect. No Credit Party material adverse effect on such Cornerstone Property, or (v) of any physical damage to any Cornerstone Property which would have a material adverse effect on such Cornerstone Property for which there is no insurance in violation effect covering the cost of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effectrestoration. (d) None of Cornerstone, any Cornerstone Subsidiary or the Credit Parties Cornerstone Non-controlled Subsidiary has received any written or published notice to the effect that (i) any condemnation or has rezoning proceedings are pending or threatened with respect to any actual knowledgeof the Cornerstone Properties or (ii) any zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any pending, threatened buildings or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or other improvements on any of its Subsidiaries the Cornerstone Properties or by the continued maintenance, operation or use of the parking areas which would have a material adverse effect on such Cornerstone Property. Except as set forth in SCHEDULE 2.9(D) to the Cornerstone Disclosure Letter, all work required to be performed, payments required to be made and actions required to be taken prior to the date hereof pursuant to any part thereofagreement entered into with a governmental body or authority in connection with a site approval, zoning reclassification or other similar action relating to any proposed termination Cornerstone Properties (E.G., Local Improvement District, Road Improvement District, Environmental Mitigation) have been performed, paid or impairment taken, as the case may be, and Cornerstone has no Knowledge of any parking (planned or proposed work, payments or actions that may be required after the date hereof pursuant to such agreements, except as contemplated set forth in any approved expansion approved by Administrative Agent), at any development or operating budgets for such owned or leased Real Property or of any sale or Cornerstone Properties delivered to EOP and EOP Partnership prior to the date hereof and other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, than those which in the aggregate, are would not reasonably likely be expected to have a Material Adverse Effectmaterial adverse effect on any of Cornerstone or the Cornerstone Subsidiaries or the Cornerstone Non-controlled Subsidiary. (e) The rent rolls previously provided by Cornerstone to EOP (the "Cornerstone Rent Roll") list each Cornerstone Space Lease (as defined herein) in effect as of the dates set forth therein, none of which are earlier than December 31, 1999. "Cornerstone Space Lease" means each lease or other right of occupancy affecting or relating to a property in which Cornerstone Partnership (or an entity in which it directly or indirectly has an interest) is the landlord, either pursuant to the terms of the lease agreement or as successor to any prior landlord, but excluding any ground lease. Cornerstone has made available to EOP true, correct and complete copies of all Cornerstone Space Leases, including all amendments, modifications, supplements, renewals, extensions and guarantees related thereto, as of the date hereof. Except for events discrepancies that, either individually or conditions not reasonably likely to have, in the aggregate, would not reasonably be expected to have a Cornerstone Material Adverse Effect, (i) no portion all information set forth in the Cornerstone Rent Roll is true, correct and complete as of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except date thereof. Except as set forth in a delinquency report made available to EOP, none of Cornerstone, any Cornerstone Subsidiary or the Cornerstone Non-controlled Subsidiary, on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Dateone hand, and (ii) such other management agreements in form and substance reasonably satisfactory nor, to the Administrative Agent. To Borrower’s actual knowledgeknowledge of Cornerstone or Cornerstone Partnership, any other party, on the other hand, is in monetary default under any Cornerstone Space Lease, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement such defaults that would not included in such Mortgaged Property, other than for access provided pursuant reasonably be expected to have a recorded easement or other right of way establishing the right of such accessCornerstone Material Adverse Effect.

Properties. (a) Subject to Liens permitted by Each Seller Subsidiary set forth in Section 6.01, each 2.2(a) of the Borrower Seller Disclosure Letter owns marketable fee simple or leasehold title to the real properties identified opposite it in Section 2.2(a) of the Seller Disclosure Letter (collectively with all buildings, structures and its other improvements thereon, the "Seller Properties" and each, collectively with all buildings, structures and other improvements thereon, a "Seller Property"), which are all of the real properties owned or leased by Seller and the Seller Subsidiaries as of the date hereof. Except as set forth in the existing title reports identified in clause (iii) below or in -13- 22 Section 2.2(a) of the Seller Disclosure Letter and except for any easements granted in the ordinary course of business since the date of such title reports which do not have a material adverse effect on the operation of any of the Seller Properties, no other Person has title toany real property ownership interest in any of the Seller Properties. The Seller Properties are not subject to any rights of way, written agreements, Laws, ordinances and regulations affecting building use or occupancy, or valid leasehold reservations of an interest in title (collectively, "Property Restrictions") or Liens (including Liens for Taxes), mortgages or deeds of trust, claims against title, charges which are Liens, security interests in, all its real and personal property material to its businessor other encumbrances on title (the "Encumbrances"), except for minor defects (i) Property Restrictions and Encumbrances set forth in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted Section 2.8(a)(i) of the Seller Disclosure Letter, (ii) Property Restrictions imposed or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained promulgated by the Borrower law or a Subsidiary at the time of acquisition any governmental body or authority with respect to each Real Propertyreal property, all components of all improvements included within the Real Property owned including zoning regulations, which, individually or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, would not have a Seller Material Adverse Effect. All water, gas(iii) Property Restrictions and Encumbrances disclosed on existing title reports or existing surveys (in either case copies of which title reports and surveys have been made available to Buyer's representatives at the data room established by Seller and examined by representatives of Buyer (the "Data Room")), electricaland referenced on Seller's Data Room index dated June 15, steam1999 or provided to Parent or Buyer prior to the date hereof, compressed airand (iv) mechanics', telecommunicationcarriers', sanitary and storm sewage lines and systems workmen's, repairmen's Liens and other similar systems serving the Real Encumbrances and Property owned Restrictions, if any, which, individually or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, would not have a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Seller Material Adverse Effect. (cb) To Seller has obtained title insurance insuring Seller's or the applicable Seller Subsidiary's fee simple title to each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals the Seller Properties owned by it and permits (including all certificates leasehold title to each of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or the Seller Properties leased by Borrower or it, in each case, subject only to the matters disclosed in such policies, in clause (a) above and in Section 2.8(b) of the Seller Disclosure Letter. Seller has not received any of its Subsidiaries to be operated as then being operated have been lawfully issued and are written notice that any such policy is not in full force and effect. No claim has been made against any such policy in excess of $50,000. (c) Section 2.8(c) of the Seller Disclosure Letter sets forth Seller's and each Seller Subsidiary's capital expenditure budget and schedule for each Seller Property, which describes the capital expenditures which the Seller or any Subsidiary has budgeted for such Seller Property for the period running through December 31, 1999 (the "CapEx Budget"). Section 2.8(c) of the Seller Disclosure Letter, sets forth a complete list of each Seller Property that is currently under development or subject to any agreement with respect to development; provided, however, that "development" shall not include capital improvements made in the ordinary course of business to existing Seller Properties and repairs made to existing Seller Properties. (d) The ground leases underlying the leased Seller Properties referenced in Section 2.2(a) of the Seller Disclosure Letter (collectively, the "Seller Ground Leases") are listed, by property, in Section 2.8(d) of the Seller Disclosure Letter. Each of the Seller Ground Leases is valid, binding and in full force and effect as against Seller or its Subsidiaries and, to Seller's Knowledge, as against the other than those which party thereto, except to the extent the failure to obtain be binding and in the aggregate could full force and effect would not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Seller Material Adverse Effect. (d) None . Seller has not received written notice under any of the Credit Parties Seller Ground Leases of any default, and, to Seller's Knowledge, no event has received any occurred which, with notice or has any actual knowledgelapse of time or both, of any pendingwould constitute such a default by Seller, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent)would not, at any such owned individually or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are be reasonably likely expected to have result in a Seller Material Adverse Effect. (e) Except Section 2.8(e) to the Seller Disclosure Letter sets forth a list of the hotel franchise agreements (the "Seller Franchise Agreements") pursuant to which each of the Seller Properties is being operated by Lessee and Manager. Each of the Seller Franchise Agreements is in full force and effect with respect to Seller or the applicable Seller Subsidiary and there are no defaults thereunder by Seller or a Seller -14- 23 Subsidiary and, to the Knowledge of Seller, or by any other party thereto. To the Knowledge of Seller, no events have occurred which with the giving notice or the passage time or both would constitute a default or event of default thereunder, except for events those which either singly or conditions not reasonably likely to have, in the aggregate, aggregate would not constitute a Seller Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) Neither Seller nor any Seller Subsidiary has received written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement issued by any governmental authority which, individually or in the aggregate, would have a Seller Material Adverse Effect. There has been no physical damage to any Seller Properties which, individually or in the aggregate, would have a Seller Material Adverse Effect for which there is no insurance in effect covering the cost of the restoration (less applicable deductibles). (g) Neither Seller nor any of the Seller Subsidiaries has received any written notice with respect to any Seller Property to the effect that any condemnation or rezoning proceedings are pending or threatened which, individually or in the aggregate, would have a Seller Material Adverse Effect. (h) To the Knowledge of Seller, no Governmental Entity having jurisdiction over any Seller Property under development has denied or rejected any applications by Seller for a certificate, permit or license with respect to such Seller Property, which denial or rejection, individually or in the aggregate, would have a Seller Material Adverse Effect. (i) There are no Persons operating or managing structural defects in any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective DateSeller Properties that would, individually or in the aggregate, have a Seller Material Adverse Effect. (j) Seller or Seller Partnership has marketable title to all material furniture, fixtures equipment, operating supplies and (ii) such other management agreements personal property necessary for the operation of the Seller Properties, subject to no Liens which, individually or in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledgeaggregate, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to would have a recorded easement or other right of way establishing the right of such accessSeller Material Adverse Effect.

Properties. (a) Subject The Company and its subsidiaries have good and marketable title to Liens permitted all property, assets, and rights reflected in the Balance Sheet or acquired by Section 6.01, each the Company and its subsidiaries after the date of the Borrower Balance Sheet (except for inventory and its Subsidiaries has title toobsolete equipment sold or otherwise disposed of in the ordinary course of business) or otherwise purported to be owned by them, and have a valid leasehold interest in or other right to use all other property, assets, and rights used in their businesses, free and clear of all Encumbrances of any kind or character other than: (i) liens for Taxes not yet due and payable; (ii) mechanic’s, warehousemen’s, materialmen’s, landlord’s, or valid leasehold interests insimilar liens securing obligations incurred in the ordinary course of business that are not yet due and payable; (iii) Encumbrances on real property in the nature of zoning restrictions, all its real easements, rights of way, encroachments, restrictive covenants, and personal property material to its business, except for minor defects other similar rights or restrictions that were not incurred in title connection with the borrowing of money or the obtaining of advances or credit and title defects disclosed to Lenders that do not interfere with its ability to conduct its not, individually or in the aggregate, materially detract from the value of the properties subject thereto or affected thereby or materially impair present business as currently conducted operations at such properties; and (iv) existing Encumbrances disclosed in the Balance Sheet (or to utilize such properties for their intended purposesin the notes thereto). (b) Subject to Section 3.8(b) of the Disclosure Schedule sets forth a complete list of all real property conditions reports obtained and interests in real property owned in fee by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower Company or any of its Subsidiaries subsidiaries (individually, an “Owned Real Property” and collectively, the “Owned Real Properties”). With respect to each parcel of Owned Real Property: (i) Except for noncompliance that would not reasonably be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect, the use and occupancy of the Owned Real Properties are in compliance with all Applicable Laws and all applicable insurance requirements. (ii) There are no leases, subleases or occupancy agreements in effect with respect to the Owned Real Properties. No Credit Party There are no pending or, to the knowledge of the Company, threatened or contemplated actions or proceedings regarding condemnation or other eminent domain actions or proceedings affecting the Owned Real Properties or any part thereof or of any sale or other disposition of the Owned Real Properties or any part thereof in lieu of condemnation. (c) Section 3.8(c) of the Disclosure Schedule sets forth a complete list of all real property and interests in real property leased or occupied by the Company or any of its subsidiaries, or which the Company or any of its subsidiaries has the right to occupy, now or in the future (each, a “Real Property Lease,” and the real properties specified in such leases being referred to as the “Leased Real Property”). With respect to each parcel of Leased Real Property: (i) Each Real Property Lease is legal, valid, and binding and in full force and effect (subject to the Enforcement Limitations), and neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any other party thereto is in violation material default under or in respect of any Real Property Lease. (ii) None of the terms Company, any of its subsidiaries, nor any other party to any Real Property Lease is in breach or conditions of any default under such franchisesReal Property Lease, licensesexcept for (A) such defaults and events as to which requisite waivers or consents have been obtained, authorizations, rights of use, governmental approvals and permits, which violation (B) breaches or defaults that would not reasonably be expected to have a Material Adverse Effect. (diii) None No Real Property Lease requires the consent of any landlord as a result of the Credit Parties has received any notice or has any actual knowledgetransactions contemplated by this Agreement, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any where the failure to obtain such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are consent would not reasonably likely be expected to have a Material Adverse Effect. (eiv) Except for events or conditions not reasonably likely The Company has made available to have, in the aggregate, a Material Adverse Effect, (i) no portion Parent correct and complete copies of any each Real Property owned or leased Lease. (d) All of the land, buildings, structures, and other improvements used by Borrower the Company or any of its Subsidiaries has suffered subsidiaries in the conduct of their respective businesses are included in the Owned Real Property and the Leased Real Property. (e) Neither the Company nor any of its subsidiaries is a party to any development, incentive, or other agreement with any Governmental Authority that limits in any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion respect the right of any Real Property owned or leased by Borrower the Company or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable subsidiaries to the Administrative Agent as an area that is a high probable earthquake or seismic areaprotest property-related Taxes, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereofestablishes minimum property-related Taxes, or requires continued business operation at any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessparticular location.

Properties. (a) Subject to Liens permitted by Section 6.01, each The Company or one of the Borrower and its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interests interest in, all of its real properties and personal property material tangible assets that are necessary for the Company and its Subsidiaries to its businessconduct their respective businesses as currently conducted, except free and clear of all Liens other than (i) Liens for minor defects current Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the Ordinary Course of Business of the Company or such Subsidiary, (iii) any such matters of record, Liens and other imperfections of title and title defects disclosed to Lenders that do not interfere with not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its ability to conduct its business Subsidiaries as currently conducted and (iv) non-exclusive licenses to Intellectual Property granted in the Ordinary Course of Business of the Company or to utilize such properties for their intended purposes. its Subsidiaries (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, “Permitted Liens”). Except as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be tangible personal property currently used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment operation of the furnishing thereofbusiness of the Company and its Subsidiaries is in good working order, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effectrepair and condition (reasonable wear and tear excepted). (cb) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights Each of use, governmental approvals the Company and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries has complied with the terms of all leases to be operated as then being operated have been lawfully issued which it is a party, and all such leases are in full force and effect, other than those which the except for any such noncompliance or failure to obtain be in full force and effect that, individually or in the aggregate could aggregate, would not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None be material to the Company. Each of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of Company and its Subsidiaries or any part thereofenjoys peaceful and undisturbed possession under all such leases, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at for any such owned failure to do so that, individually or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are would not reasonably be likely to have a Material Adverse Effect. (ec) Except Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. Section 2.18(c) of the Company Disclosure Letter sets forth a true and complete list of all real property leased or licensed for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion benefit of any Real Property owned or leased by Borrower the Company or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any the “Leased Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(eProperty”). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Section 5.09(a) of the Hunters Point Disclosure Schedule sets forth a list or description of all material real property that the Hunters Point Entities own or lease (collectively, the “Hunters Point Properties”) or have a right or obligation to Liens permitted by Section 6.01acquire, sell or lease (other than under this Agreement) whether or not subject to the satisfaction of conditions, indicating, in each case, the name of each of the Borrower Hunters Point Entities that owns or leases or has the right or obligation to acquire, sell or lease such real property. Each of the Hunters Point Entities listed as owning any of the Hunters Point Properties on such Schedule has good and its Subsidiaries has marketable title to, or valid leasehold interests in, all its real and personal property material in fee simple to its business, such Xxxxxxx Xxxxx Properties (except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the extent noted as a leasehold or other property conditions reports obtained by interest in Section 5.09(a) of the Borrower Hunters Point Disclosure Schedule), free and clear of Encumbrances other than (i) Permitted Encumbrances or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are (ii) other Encumbrances that would not reasonably likely be expected to have, in the aggregate, have a Hunters Point Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving Each of the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge Hunters Point Entities listed as lessee of any factor of the Hunters Point Properties on such Schedule has a valid leasehold interest in such Hunters Point Properties, free and clear of Encumbrances other than (i) Permitted Encumbrances or condition (ii) other Encumbrances that would not reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, have a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Hunters Point Material Adverse Effect. (b) Section 5.09(b) of the Hunters Point Disclosure Schedule sets forth a list and description of all title insurance policies that are in effect as of the date hereof relating to the Hunters Point Properties (collectively, the “Hunters Point Title Policies”), and true, correct and complete copies of such policies have been provided or made available to the other parties hereto. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could Except for matters that would not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Hunters Point Material Adverse Effect, the Hunters Point Entities have sole possession of the Hunters Point Properties, there are no parties in possession of any portion of the Hunters Point Properties as lessees, tenants at sufferance, trespassers, licensees or otherwise, and none of the Hunters Point Entities has granted or agreed to grant to any Person, and none of the Hunters Point Entities is a party to, any option, contract, right of first refusal, right of first offer, affordable housing agreement, profit participation (payable to a Person other than one of the Hunters Point Entities), anti-speculation option, joint venture or similar agreement or any other agreement or understanding, in each case, with respect to a purchase or sale of the Hunters Point Properties (or any material real property that the Hunters Point Entities have a right or obligation to acquire) or any portion thereof or any interest therein or pursuant to which any sales proceeds relating to any Hunters Point Properties are required to be paid to any other Person. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are Except for matters that would not reasonably likely be expected to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Hunters Point Material Adverse Effect, (i) there is no portion existing, or to the knowledge of the Hunters Point Venture, threatened in writing, proceeding that would involve the condemnation, eminent domain rezoning or other modification of the zoning classification of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereofHunters Point Properties, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessportion thereof.

Properties. (a) Subject to Liens permitted by Section 6.01Except as would not, each of the Borrower and its Subsidiaries has title to, individually or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, have a Company Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary the Company or one of its Subsidiaries (i) has good title to all the properties and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated assets reflected in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not latest audited balance sheet included in the Real Property Company Reports as being owned or leased by the Borrower Company or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any one of its Subsidiaries or any part thereofacquired after the date thereof that are material to the Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Property”), free and clear of all Liens, except (A) statutory liens securing payments not yet due, (B) such imperfections or irregularities of title, claims, liens, charges, security interests, easements, covenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (C) mortgages, or any proposed termination or impairment deeds of any parking (except as contemplated in any approved expansion approved by Administrative Agent)trust, at any such owned or leased Real Property or of any sale security interests or other disposition encumbrances on title related to indebtedness reflected on the consolidated financial statements of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualtyCompany, and (ii) no portion is the lessee of any Real Property owned all leasehold estates reflected in the latest audited financial statements included in the Company Reports or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (the “Leases”) and is in possession of the properties purported to be leased by Borrower or any of its Subsidiaries thereunder, and each Lease is located in full force and effect and is a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable valid and binding obligation of, subject to the Administrative Agent Bankruptcy and Equity Exception, the lessee and, to the Company’s Knowledge, the lessor. Section 5.1(t) of the Company Disclosure Letter sets forth a complete and accurate list as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than of the Borrower and the Management Company pursuant to date of this Agreement of (i) all real property that is within the management agreements delivered to Administrative Agent as of Owned Property and the Effective Date, address and owner thereof and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part all Leases of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessreal property.

Properties. (a) Subject to Liens permitted by Section 6.01Kranzco and the Kranzco Subsidiaries own fee simple title to, or hold ground leases in, each of the Borrower and its Subsidiaries has title toreal properties identified in Section 6.12 of the Kranzco Disclosure Letter (the "Kranzco Properties"), or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in all of the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property real estate properties owned or leased by them. The Kranzco Properties are not subject to any Credit Party rights of way, written agreements (other than leases), laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), except for (i) liens, mortgages or deeds of trust, charges which are installed liens and operating security interests ("Encumbrances") and other Property Restrictions set forth in Section 6.12 of the Kranzco Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, provided such Property Restrictions do not adversely affect in any material respect the current use of the applicable property (other than liens under Environmental Laws which are sufficient addressed in Section 6.13(a)(ix)), (iii) Encumbrances and other Property Restrictions disclosed on existing title reports or current surveys (in either case copies of which title reports and surveys have been delivered or made available to enable the Real CV), and (iv) mechanics', carriers', workmen's and repairmen's liens, and other Property to continue to be used Restrictions and operated limitations, if any, which individually or in the manner currently being used and operatedaggregate are not substantial in amount, do not materially interfere with the present use of any of the Kranzco Properties subject thereto or affected thereby, and no Credit Party has do not otherwise materially impair business operations conducted by Kranzco and the Kranzco Subsidiaries. Valid policies of title insurance have been issued insuring Kranzco's or any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing Kranzco Subsidiaries' fee simple or leasehold title to the Kranzco Properties owned in fee or by leasehold in amounts at least equal to the purchase price thereof, subject only to the matters set forth therein or disclosed above, and such exceptions which are not likely to havepolicies are, in at the aggregatedate hereof, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of effect and there are no pending claims against any such franchises, licenses, authorizations, rights of use, governmental approvals policy where the amount involved exceeds $50,000 and permits, which violation would reasonably such policies will be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased enforceable by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior Kramont with respect to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of properties after the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessTime.

Properties. (a) Subject The Company or a Subsidiary of the Company owns good and marketable fee simple title (or leasehold estate) to Liens permitted by Section 6.01, each of the Borrower real properties identified in Section 3.7(a) of the Company Disclosure Schedule (collectively, the “Company Properties” and its Subsidiaries each, a “Company Property”), which are all of the real properties owned by them as of the date hereof. Except (i) as set forth in the existing title reports identified in clause (v) below, (ii) for the Company Leases, and (iii) for any easements granted in the ordinary course of business since the date of such title reports, none of which has title toa Company Material Adverse Effect, no other Person has any real property ownership interest in any of the Company Properties. Except as set forth in Schedule 3.7(a) to the Company Disclosure Schedule, none of the Company Properties is subject to any restriction on the sale or other disposition thereof, including, but not limited, to grants of rights of first refusal or option to tenants of the Company Properties, or valid leasehold on the financing or release of financing thereon. Except as set forth in Section 3.7(a) of the Company Disclosure Schedule, the Company Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”) or liens (including liens for Taxes), mortgages or deeds of trust, claims against title, charges which are liens, security interests in, all its real and personal property material to its businessor other encumbrances on title (the “Encumbrances”), except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted (iv) Property Restrictions imposed or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained promulgated by the Borrower law or a Subsidiary at the time of acquisition any Governmental Entity with respect to each Real Propertyreal property, all components of all improvements included within the Real Property owned including zoning regulations, which, individually or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, would not have a Company Material Adverse Effect. All water, gas(v) Property Restrictions and Encumbrances disclosed on existing title reports or existing surveys and easements granted in the ordinary course of business since the date of such reports, electricalnone of which would adversely effect the tenant’s obligation to pay rent under the applicable Company Lease (as defined below) and (vi) mechanics’, steamcarriers’, compressed air, telecommunication, sanitary workmen’s and storm sewage lines and systems repairmen’s liens and other similar systems serving the Real Encumbrances and Property owned Restrictions, if any, which, individually or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, would not have a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Company Material Adverse Effect. (cb) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights Valid policies of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to title insurance have been issued or irrevocably committed to be issued insuring the Company’s or the applicable Company Subsidiary’s fee simple title (or leasehold estate) to each of the Company Properties (or leasehold estate) owned by Governmental Authority it in amounts at least equal to enable all Real Property the purchase price thereof paid by Company or its Subsidiary in the case of Company Properties owned or leased by Borrower the Company or any of its Subsidiaries Subsidiaries, subject only to be operated as then being operated have been lawfully issued the matters and are exceptions disclosed in such policies. Such policies are, at the date hereof, in full force and effect. (c) There has been no physical damage to any Company Properties which, other than those which the failure to obtain individually or in the aggregate could not be reasonably expected to aggregate, would have a Company Material Adverse Effect. No Credit Party is in violation of the terms or conditions of Effect after giving effect to any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effectapplicable insurance. (d) None Neither Company nor any of the Credit Parties Company Subsidiaries nor, to the Company’s Knowledge, any tenant under a Company Lease has received any notice with respect to any Company Property to the effect that any condemnation or has any actual knowledgerezoning proceedings are pending or threatened which, of any pending, threatened individually or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to would have a Company Material Adverse Effect. All work to be performed, payments to be made and actions to be taken by the Company or the Company Subsidiaries prior to the date hereof pursuant to any agreement entered into with a Governmental Entity in connection with a site approval, zoning reclassification or other similar action (e.g., local improvement district, road improvement district, environmental mitigation) material to Company and the Company Subsidiaries taken as a whole have been performed, paid or taken, as the case may be, and to the Company’s Knowledge, no planned or proposed work, payments or actions that may be required after the date hereof pursuant to such agreements are material to Company and the Company Subsidiaries taken as a whole. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (fin Section 3.7(e) There are of the Company Disclosure Schedule. no Persons operating Company Property is currently under development or managing subject to any Mortgaged Property other than agreement with respect to development, and, except in the Borrower ordinary course of business, neither the Company nor any Subsidiary shall enter into any such agreement between the date hereof and the Management Effective Time without the prior written approval of CNLRP. For purposes of this Section 3.7(e), “development” shall not include capital improvements made in the ordinary course of business to existing Company pursuant Properties and repairs made to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessexisting Company Properties.

Properties. (ai) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title toExcept as would not have, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All water, gasParent or a Subsidiary of Parent owns fee simple title to or has a valid leasehold interest in, electricaleach of the real properties reflected as an asset on the most recent balance sheet of Parent included in the Parent SEC Documents (each, steama “Parent Property” and collectively, compressed airthe “Parent Properties”), telecommunication, sanitary in each case free and storm sewage lines and systems clear of all Liens except for (A) debt and other similar systems serving matters set forth in Section 3.2(m)(i) of the Real Property owned Parent Disclosure Letter or leased by any Credit Party are installed the Parent SEC Documents, (B) inchoate mechanics’, workmen’s, repairmen’s and operating and are sufficient to enable the Real Property to continue to be used and operated other inchoate Liens imposed for construction work in progress or otherwise incurred in the manner currently ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, (D) all matters disclosed on existing title policies or surveys, none of which, individually or in the aggregate, would have a material adverse effect on the use and operation of such Parent Property, (E) real estate Taxes and special assessments not yet due and payable or which are being used contested in good faith in the ordinary course of business and operated(F) Liens and other encumbrances that would not cause a material adverse effect on the value or use of the affected property. Except as would not have, and no Credit Party has any knowledge of any factor or condition that would not reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, individually or in the aggregate, a Parent Material Adverse Effect, none of Parent nor any Subsidiary of Parent has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of Parent, threatened, with respect to any material portion of any of the Parent Properties. No improvement Except for the owners of the properties in which Parent or portion thereof any Subsidiary of Parent has a leasehold interest and except for any Parent Property that is dependent for its accessheld by a fund, operation no Person other than Parent or utility a Subsidiary of Parent has any ownership interest in any of the Parent Properties (other than immaterial easements, licenses or similar rights). (ii) Parent and the Subsidiaries of Parent have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on any land, building or other improvement not the most recent balance sheet of Parent included in the Real Property owned Parent SEC Documents (except as has since been sold or leased otherwise disposed of in the ordinary course of business) or used by them in the Borrower ordinary course of business, free and clear of all Liens, and except as would not have, or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are would not likely reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each None of the Borrower and its Subsidiaries has title to, Company or valid leasehold interests in, all its any Company Subsidiary owns any real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposesproperty. (b) Subject to Section 4.15(b) of the property conditions reports obtained by Company Disclosure Letter contains, as of the Borrower or date of this Agreement, a Subsidiary at true and complete list of the time names of acquisition with respect to each Real Propertythe fee owners, all components landlords, tenants, subtenants and sub-subtenants, as applicable, of all improvements included within the Real Property owned or real property which is leased, as lesseesubleased, by any Credit Partysub-subleased, includingor licensed to, without limitationor otherwise occupied by, the roofs Company and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a recorded easement or other right party with respect thereto (collectively, the “Real Estate Leases”). True and complete copies of way establishing the right of such access subject all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been made available to such exceptions which are not likely to have, in the aggregate, a Material Adverse EffectParent. (c) To each Credit Party’s actual knowledgethe Knowledge of the Company, all franchisesthere are no facts or conditions affecting any of the buildings, licensesstructures, authorizations, rights of use, governmental approvals fixtures and permits improvements (including all certificates of occupancy and building permitsthe “Improvements”) required to have been issued by Governmental Authority to enable all located on the Leased Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effectthat, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchisesaggregate, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a Material Adverse Effectwhole. (d) None Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Credit Parties Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) has received not been amended or modified in any notice or has material respect except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Parent and (iii) except with respect to any actual knowledge, Permitted Liens granted under the terms of any pendingof the Real Estate Leases, threatened or contemplated condemnation proceeding affecting has not been assigned in any Real Property owned or leased manner by Borrower the Company or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effectapplicable Company Subsidiaries. (e) Except for events or conditions not reasonably likely to have, in Neither the aggregate, Company nor any of the Company Subsidiaries has received a Material Adverse Effect, (i) no portion notice of default under any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss Estate Lease during the last six (6) months which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e)remains uncured. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower Except as does not have and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect. All waterEffect on the Company, gasthe Company or a subsidiary of the Company owns and has good and valid title to, electricalor holds valid rights to lease or otherwise use, steamall items of real and personal property that are necessary to permit it to conduct the business of the Company and its subsidiaries taken as a whole as currently conducted, compressed airin each case free and clear of all liens, telecommunicationencumbrances, sanitary pledges, hypothecations, charges, mortgages, security interests, options, rights of first offer or last offer, preemptive rights, claims and storm sewage lines defects, and systems imperfections of title ("Liens") (except in all cases for (A) Liens permissible under any applicable loan agreements and indentures, (B) statutory liens securing payments not yet due, (C) with respect to real property (1) zoning, building codes and other similar systems serving state and federal land use Laws regulating the Real Property owned use or leased occupancy of such real property or the activities conducted thereon which are imposed by any Credit Party Governmental Entity having jurisdiction over such real property, (2) such imperfections or irregularities of title, Liens, easements, covenants and other restrictions or encumbrances (including easements, rights of way, options, reservations or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report; and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection), as do not materially and adversely affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (D) encumbrances for current Taxes or other governmental charges not yet due and payable or for Taxes that are installed being contested in good faith by appropriate proceeding and operating and are sufficient to enable the Real Property to continue to be used and operated for which adequate reserves have been provided, (E) pledges or deposits made in the manner currently being used ordinary course of business to secure obligations under workers' compensation, unemployment insurance, social security, retirement and operatedsimilar Laws or similar legislation or to secure public or statutory obligations, and no Credit Party has any knowledge of any factor (F) mechanics', carriers', workmen's, repairmen's or condition that reasonably could be expected to result other like encumbrances arising or incurred in the termination or material impairment ordinary course of the furnishing thereof, subject business relating to such exceptions obligations which are not likely to have, overdue or that are being contested in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualtygood faith, and (iiG) no portion mortgages, or deeds of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry trust, security interests or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth encumbrances on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.title related to

Properties. (a) Subject to Liens permitted by Section 6.01, Acquiror and each of the Borrower and its Subsidiaries has good and marketable title toto all assets and properties, whether real or personal, tangible or intangible, that it purports to own, other than OREO, subject to no liens, mortgages, security interests, encumbrances or charges of any kind except: (i) as noted in the most recent Acquiror Financial Statements and incurred in the Ordinary Course of Business since the date of the most recent Acquiror Financial Statements; (ii) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate Proceedings and for which appropriate reserves have been established and reflected in the Acquiror Financial Statements; (iii) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, securing any discount with, borrowing from, or valid leasehold interests inobligations to any Federal Reserve Bank or Federal Home Loan Bank, all its real interbank credit facilities or any transaction by Acquiror Bank acting in a fiduciary capacity or otherwise incurred in the Ordinary Course of Business; (iv) easements, rights of way, and personal property material to its business, except for other similar encumbrances that do not materially affect the present use of the properties or assets subject thereto or affected thereby or otherwise materially impair the present business operations at such properties; (v) minor defects and irregularities in title and title defects disclosed to Lenders encumbrances that do not interfere materially impair the use thereof for the purposes for which they are held as of the date of this Agreement; (vi) liens or deposits in connection with its ability to conduct its business as currently conducted worker's compensation, unemployment insurance, social security or to utilize such properties other insurance; (vii) inchoate mechanic's and materialmen's liens for their intended purposes. construction in progress and workmen's, repairmen's, warehousemen's and carrier's liens arising in the Ordinary Course of Business of Acquiror or Acquiror Bank consistent with past practice; (bviii) Subject to the property conditions reports obtained by the Borrower or a Subsidiary liens existing on any asset of any Person at the time such Person is acquired by or is combined with Acquiror or any of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant the lien was not created in contemplation of that event; (ix) liens on property required by Regulation W promulgated by the Federal Reserve; and (x) liens incidental to a recorded easement the conduct of business or other right ownership of way establishing the right property of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower Acquiror or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain do not in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation materially detract from the value of the terms property or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None materially impair the use thereof as of the Credit Parties has received any notice or has any actual knowledge, date of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any this Agreement. Acquiror and each of its Subsidiaries or as lessee has the right under valid and existing leases to occupy, use, possess and control any part thereof, or any proposed termination or impairment and all of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or the respective property leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualtyit, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries each such lease is located in a special flood hazard area as designated by any federal Government Authorities or any area identified valid and without default thereunder by the insurance industry or other experts acceptable lessee or, to the Administrative Agent as an area that is a high probable earthquake or seismic areaKnowledge of Acquiror, except as set forth on Schedule 3.05(e)the lessor. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports): (i) SST IV or a SST IV Subsidiary owns fee simple title to Liens permitted by Section 6.01, each of the Borrower SST IV Properties, free and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its businessclear of Liens, except for minor defects Permitted Liens; (ii) except as has not had and would not reasonably be expected to have, individually or in title the aggregate, a SST IV Material Adverse Effect, neither SST IV nor any SST IV Subsidiary has received written notice of any uncured violation of any Law (including zoning, building or similar Laws) affecting any portion of any of the SST IV Properties issued by any Governmental Authority; and title defects disclosed (iii) except as would not, individually or in the aggregate, have a SST IV Material Adverse Effect, neither SST IV nor any SST IV Subsidiary has received written notice to Lenders the effect that do not interfere there are condemnation or rezoning proceedings that are currently pending or, to the Knowledge of SST IV, threatened with its ability respect to conduct its business as currently conducted or to utilize such properties for their intended purposesany of the SST IV Properties. (b) Subject Except as disclosed in property condition assessments and similar structural engineering reports relating to the property SST IV Properties, SST IV has not received written notice of, nor does SST IV have any Knowledge of, any latent defects or adverse physical conditions reports obtained by affecting any of the Borrower SST IV Properties or a Subsidiary at the time improvements thereon that have not been corrected or cured prior to the date of acquisition with respect to each Real Propertythis Agreement, all components of all improvements included within the Real Property owned or leased, except as lessee, by any Credit Party, including, without limitation, the roofs has not had and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a SST IV Material Adverse Effect. (c) To each Credit Party’s actual knowledgeSST IV and the SST IV Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all franchisesmaterial personal property assets owned, licensesused or held for use by them. Neither SST IV’s, authorizationsnor the SST IV Subsidiaries’, rights ownership of use, governmental approvals and permits (including all certificates of occupancy and building permits) required any such personal property is subject to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effectLiens, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse EffectPermitted Liens. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. Company or one of its Subsidiaries (a) Subject has good and insurable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens permitted by Section 6.01of any nature whatsoever, each except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not adversely affect the value or affect the use of the Borrower properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties as bank facilities and its Subsidiaries has (iv) such imperfections or irregularities of title toor Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or valid leasehold interests inacquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all its real and personal property material to its businessLiens of any nature whatsoever, except for minor defects Permitted Encumbrances, and is in title possession of the properties purported to be leased thereunder, and title defects disclosed each such lease is valid without default thereunder by the lessee or, to Lenders that do not interfere with its ability the Knowledge of Company, the lessor. There are no pending or, to conduct its business as currently conducted or the Knowledge of Company, threatened (in writing) condemnation proceedings against the Company Real Property. (a) All buildings, structures, improvements and fixtures on the Company Real Property and the equipment located thereon are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and conform in all material respects to utilize such properties for their intended purposesall applicable laws, ordinances and regulations. (b) Subject to The buildings, driveways and all other structures and improvements upon the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, Company Owned Properties are all components of all improvements included within the Real Property owned boundary lines of such property or leased, as lessee, have the benefit of valid easements and there are no encroachments thereon that would materially affect the use thereof. There are no outstanding requirements or recommendations by any Credit Partyinsurance company that has issued a policy covering the Company Owned Properties, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility done on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effectproperty. (c) To each Credit Party’s actual knowledgeExcept as Previously Disclosed, all franchisesnone of the Company Leased Properties is subject to any sublease, licenses, authorizations, rights license or other agreement granting to any person or entity other than a Subsidiary of Company any right to the use, governmental approvals and permits (including all certificates occupancy or enjoyment of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower such property or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effectportion thereof. (d) None Company has delivered to Purchaser true, accurate and complete copies of each of the Credit Parties has received following to the extent in the possession or control of Company or its Subsidiaries and in any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or way related to any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased the Company Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, Property: (i) no portion title commitments together with legible copies of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired all underlying exceptions, (ii) title policies, (iii) environmental reports, (iv) zoning reports and restored to its condition prior to such casualtyzoning letters, and (iiv) no portion of any licenses and permits (collectively, the “Company Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(eDocuments”). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Parent or a Parent Subsidiary is the legal and beneficial owner of, and has good and marketable freehold or fee simple title or valid leasehold title or license (as applicable) to Liens permitted by Section 6.01, each of the Borrower Parent Properties, in each case, free and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its businessclear of Liens other than Parent Permitted Liens, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All waterFor the purposes of this Agreement, gas“Parent Permitted Liens” means (i) Liens securing any Indebtedness of Parent or a Parent Subsidiary, electrical(ii) Liens that result from any statute or other Liens for Taxes or assessments that are not delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Parent Financial Statements (if such reserves are required pursuant to GAAP), steam(iii) Liens arising under any Parent Material Contracts or other service contracts, compressed airmanagement agreements, telecommunicationleasing commission agreements, sanitary or other agreements or obligations set forth in Section 4.19(a)(iii) of the Parent Disclosure Letter or disclosed in the Parent SEC Documents, (iv) any Parent Leases or any ground leases or air rights agreements affecting any Parent Property, (v) Liens imposed or promulgated by Law or any Governmental Entity, including zoning regulations, permits and storm sewage lines licenses, that (in each case) are not violated by any current use, occupancy or activity conducted by the Company or any Company Subsidiary, (vi) Liens that are disclosed on the existing title insurance policies of Parent or would be disclosed on an accurate survey, and, with respect to leasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (vii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and systems materialmen’s Liens and other similar systems serving the Real Property owned or leased Liens imposed by any Credit Party are installed Law and operating and are sufficient to enable the Real Property to continue to be used and operated incurred in the manner ordinary course of business that are not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Parent Financial Statements (if such reserves are required pursuant to GAAP), and (viii) any other non-monetary Liens, limitations, restrictions or title defects that do not materially impair the value of the applicable Parent Property or the continued use and operation of the applicable Parent Property as currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01To the knowledge of XETA, XETA and each of its subsidiaries have good and marketable title to all the Borrower properties and assets reflected in the latest audited consolidated balance sheet included in the XETA SEC Reports as being owned by XETA or by any such subsidiary or acquired after the date thereof that are material to XETA’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens other than Permitted Liens. “Permitted Liens” means (i) such Liens as are set forth in Section 2.12(a) of the XETA Schedule, (ii) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business for sums not yet due and payable, and which do not in the aggregate materially detract from the value of the property and assets of XETA and its Subsidiaries has title tosubsidiaries, or valid leasehold interests in, all its real (iii) Liens arising under original purchase price conditional sales contracts and personal property material to its equipment leases with third parties entered into in the ordinary course of business, except (iv) Liens for minor defects Taxes and other governmental charges that are not due and payable or are being contested in title good faith through appropriate proceedings and title defects disclosed to Lenders that for which adequate reserves have been made in accordance with GAAP on XETA’s most recent consolidated financial statements contained in the XETA SEC Reports, (v) recorded easements, covenants, restrictions, rights of way, zoning, building restrictions and other similar matters which do not interfere with impair the operation of the business of XETA and any of its ability to conduct its business subsidiaries as currently conducted conducted, (vi) landlord’s or lessor’s Liens under leases to utilize such properties for their intended purposes. (b) Subject to which the property conditions reports obtained by the Borrower XETA or a Subsidiary at XETA subsidiary is a party, (vii) non-exclusive licenses and other non-exclusive rights in Intellectual Property granted in favor of third parties pursuant to XETA Material Contracts in the time ordinary course of acquisition with respect to each Real Propertybusiness, all components and (viii) other imperfections of all improvements included within the Real Property owned title or leasedeasements, as lesseerights-of-way, by any Credit Partyrestrictions, includingencroachments and other similar charges and encumbrances, without limitationif any, the roofs which do not, secure indebtedness and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are do not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary impair the continued use and storm sewage lines and systems and other similar systems serving operation of the Real Property owned or leased by any Credit Party are installed and operating and are sufficient assets to enable the Real Property to continue to be used and operated which they relate in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment conduct of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right business of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals XETA and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated subsidiaries as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effectcurrently conducted. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower Parent and its Subsidiaries has have, free and clear of all Liens except for Permitted Liens, title to, to or valid leasehold interests in, all the inventory, equipment and other tangible and intangible property used or held for use in the conduct of their respective businesses, in each case as necessary to permit Parent and its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability Subsidiaries to conduct its business their respective businesses as currently conducted or to utilize such properties for their intended purposesin all material respects. (b) Subject to Each of Parent and its Subsidiaries has complied in all material respects with the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components terms of all improvements included within the Real Property owned leases to which it is a party or leased, as lessee, by under which it is in occupancy and all leases to which Parent or any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, of its Subsidiaries is a party or under which it is in occupancy are in good working order full force and repaireffect. Each of Parent and its Subsidiaries enjoys peaceful and undisturbed possession of the properties or assets purported to be leased under its leases, subject except where the failure to have such exceptions which are possession has not had and is not reasonably likely to have, in the aggregate, have a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Parent Material Adverse Effect. (c) To each Credit Party’s actual knowledgeNeither Parent nor any of its Subsidiaries has violated the terms of any Easement, except any such violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect. Except as would not reasonably be likely to have a Parent Material Adverse Effect, all franchises, licenses, authorizations, rights Easements in favor of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower Parent or any of its Subsidiaries are valid and enforceable and grant the rights purported to be operated as then being operated have been lawfully issued granted thereby and all rights necessary thereunder for the operation of the respective businesses of Parent and its Subsidiaries. There are in full force and effect, other than those which the failure to obtain no spatial gaps in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is Easements in violation favor of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower Parent or any of its Subsidiaries or any part thereof, or any proposed termination or impairment that would reasonably be likely to have a Parent Material Adverse Effect and all parts of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or the pipeline assets which constitute a portion of any sale or other disposition the assets of any Real Property owned or leased by Borrower Parent or any of its Subsidiaries are located either on property which is owned in fee by Parent or one of its Subsidiaries or on property which is subject to an Easement in favor of Parent or one of its Subsidiaries. Neither Parent nor any part thereof in lieu of condemnationits Subsidiaries has received any notice from any person disputing or challenging its ownership of any fee interests or Easement, which in the aggregate, other than disputes or challenges that have not had or are not reasonably likely to have a Parent Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each None of the Borrower and its Subsidiaries has title to, Company or valid leasehold interests in, all its any Company Subsidiary owns any real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposesproperty. (b) Subject Section 4.14(b) of the Company Disclosure Letter contains, as of the date of this Agreement, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and the Company Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been made available to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse EffectBuyer Parties. (c) To each Credit Party’s actual knowledgethe Knowledge of the Company, all franchisesthere are no facts or conditions affecting any of the buildings, licensesstructures, authorizations, rights of use, governmental approvals fixtures and permits improvements (including all certificates of occupancy and building permitsthe “Improvements”) required to have been issued by Governmental Authority to enable all located on the Leased Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effectthat, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchisesaggregate, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have materially interfere with the Company’s and/or its Subsidiaries’ current use, occupancy or operation of the Leased Real Property taken as a Material Adverse Effectwhole. (d) None Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Credit Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to the Buyer Parties has received and (iii) except with respect to any notice or has any actual knowledge, Permitted Liens granted under the terms of any pendingof the Real Estate Leases, threatened or contemplated condemnation proceeding affecting has not been assigned in any Real Property owned or leased manner by Borrower the Company or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effectapplicable Company Subsidiaries. (e) Except for events or conditions not reasonably likely to have, in Neither the aggregate, Company nor any of the Company Subsidiaries has received a Material Adverse Effect, (i) no portion notice of default under any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss Estate Lease during the last six (6) months which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e)remains uncured. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Section 5.10(a) of the REIT II Disclosure Letter lists the parcels of real property that, together with the structures and improvements thereon, constitute the REIT II Properties, and sets forth REIT II or the applicable REIT II Subsidiary owning such REIT II Properties. Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports): (A) REIT II or a REIT II Subsidiary owns fee simple title to Liens permitted by Section 6.01, each of the Borrower REIT II Properties, free and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its businessclear of Liens, except for minor defects Permitted Liens; (B) except as has not had and would not, individually or in title the aggregate, have a REIT II Material Adverse Effect, neither REIT II nor any REIT II Subsidiary has received written notice of any uncured violation of any Law (including zoning, building, or similar Laws) affecting any portion of any of the REIT II Properties issued by any Governmental Entity; and title defects disclosed (C) except as would not, individually or in the aggregate, have a REIT II Material Adverse Effect, neither REIT II nor any REIT II Subsidiary has received written notice to Lenders the effect that do not interfere there are condemnation or rezoning proceedings that are currently pending or threatened with its ability respect to conduct its business as currently conducted or to utilize such properties for their intended purposesany of the REIT II Properties. (b) Subject Except as disclosed in property condition assessments and similar structural engineering reports relating to the property REIT II Properties, REIT II has not received written notice of, nor does REIT II have any Knowledge of, any latent defects or adverse physical conditions reports obtained by affecting any of the Borrower REIT II Properties or a Subsidiary at the time improvements thereon that have not been corrected or cured prior to the date of acquisition with respect to each Real Propertythis Agreement, all components of all improvements included within the Real Property owned except as would not, individually or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, have a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a REIT II Material Adverse Effect. (c) To each Credit Party’s actual knowledgeREIT II and the REIT II Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all franchisespersonal property assets owned, licenses, authorizations, rights used or held for use by them. Neither REIT II's nor the REIT II Subsidiaries' ownership of use, governmental approvals and permits (including all certificates of occupancy and building permits) required any such personal property is subject to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effectLiens, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse EffectPermitted Liens. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each 5.16(a) of the Borrower and Seller Disclosure Schedule lists all real property owned by Seller or its Subsidiaries (the “Owned Real Property”). With respect to all of the Owned Real Property (i) Seller or one of its Subsidiaries, as applicable, has good, marketable and insurable title to the Owned Real Property, free and clear of any Encumbrance, and (ii) except as set forth on Section 5.16(a) of the Seller Disclosure Schedule, no other Person has any ownership right in any Owned Real Property or the right to use or occupy any portion of the Owned Real Property and (iii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion thereof or interest therein, in each case except as would not reasonably be expected to, individually or valid leasehold interests inin the aggregate, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposeshave a Seller Material Adverse Effect. (b) Subject Except as would not reasonably be expected to, individually or in the aggregate, have a Seller Material Adverse Effect, (i) the material improvements on each parcel of Owned Real Property have legal and valid access to public streets and such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the property conditions reports obtained by business as currently operated thereon to be operated in all material respects in the Borrower or a Subsidiary at ordinary course of business, and (ii) the time major structural elements of acquisition with respect to each the improvements comprising the Owned Real Property, all components of all improvements included within the Real Property owned or leasedincluding mechanical, as lesseeelectrical, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioningconditioning or plumbing systems, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunicationtelecommunications, sanitary and storm sewage lines and systems systems, elevators or parking elements, are in sufficiently good condition (except for ordinary wear and other similar systems serving tear) to allow the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue business as currently conducted to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result all material respects in the termination or material impairment ordinary course of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effectbusiness. (c) To each Credit Party’s actual knowledge, Section 5.16(c) of the Seller Disclosure Schedule lists all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required real property leased or subleased to have been issued or by Governmental Authority to enable all Real Property owned or leased by Borrower Seller or any of its Subsidiaries. With respect to each lease and sublease for the properties listed in Section 5.16(c) of the Seller Disclosure Schedule: (i) the lease or sublease is a valid, binding and enforceable obligation of Seller or its Subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity; (ii) neither Seller nor any of its Subsidiaries, nor to the knowledge of Seller, any other party, is in material breach or material violation of, or material default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of Seller, is threatened, which, after the giving of notice or the lapse of time or both, would constitute a material breach or material violation of, or material default by Seller or any of its Subsidiaries, or to the knowledge of Seller, any other party under such lease or sublease; (iii) neither Seller nor any of its Subsidiaries to be operated as then being operated have been lawfully issued and are has assigned, transferred, conveyed, mortgaged, deeded in full force and effect, other than those which the failure to obtain trust or encumbered any interest in the aggregate could not be reasonably expected leasehold or subleasehold; and (iv) Seller and its Subsidiaries enjoy peaceful and undisturbed possession under such lease or sublease, and there are no Encumbrances applicable to have a Material Adverse Effect. No Credit Party is in violation of the terms real property subject to such lease or conditions of any such franchisessublease, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effectexcept for Permitted Encumbrances. (d) None To the knowledge of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired Seller and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (fin Section 5.16(d) There are no Persons operating or managing any Mortgaged of the Seller Disclosure Schedule, Seller and its Subsidiaries own good title, free and clear of all Encumbrances to all personal property and other non-real estate assets, in all cases excluding Intellectual Property other than Assets, necessary to conduct the Borrower and the Management Company pursuant to business of Seller as currently conducted, except for (i) Encumbrances reflected in the management agreements delivered to Administrative Agent as Seller Financial Statements, (ii) Encumbrances or imperfections of title that do not materially detract from the value or materially interfere with the present use of the Effective Dateassets subject thereto or affected thereby, (iii) Encumbrances for current Taxes not yet due and payable, and (iiiv) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed Encumbrances on the Current Survey no improvement or portion thereoflandlord’s interest in the premises (collectively, or any other part of any Mortgaged Property“Permitted Encumbrances”). Seller and its Subsidiaries, is dependent for its accessas lessees, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing have the right of such accessunder valid and subsisting leases to use, possess and control all personal property leased by Seller or its Subsidiaries as now used, possessed and controlled by Seller or its Subsidiaries, as applicable.

Properties. (ai) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title toExcept as would not have, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely be expected to have, individually or in the aggregate, a ProLogis Material Adverse Effect. All water, gasProLogis, electricalor a Subsidiary of ProLogis owns fee simple title to or has a valid leasehold interest in, steameach of the real properties reflected as an asset on the most recent balance sheet of ProLogis included in the ProLogis SEC Documents (each a “ProLogis Property” and collectively the “ProLogis Properties”), compressed air, telecommunication, sanitary in each case free and storm sewage lines and systems clear of all Liens except for (A) debt and other similar systems serving matters set forth in Section 3.2(o)(i) of the Real Property owned ProLogis Disclosure Letter, (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated otherwise incurred in the manner currently ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, (D) all matters disclosed on existing title policies or surveys, (E) real estate Taxes and special assessments not yet due and payable or which are being used and operatedcontested in good faith in the ordinary course of business, and no Credit Party has any knowledge (F) Liens and other encumbrances that would not cause a material adverse effect on the value or use of any factor the affected property. Except as would not have, or condition that would not reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, individually or in the aggregate, a ProLogis Material Adverse Effect, none of ProLogis, nor any Subsidiary of ProLogis has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of ProLogis, threatened with respect to any material portion of any of the ProLogis Properties. No improvement Except for the owners of the properties in which ProLogis or portion thereof any Subsidiary of ProLogis has a leasehold interest and except for any ProLogis Property that is dependent for its accessheld by a joint venture or fund, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, no Person other than for access provided pursuant to ProLogis or a recorded easement Subsidiary of ProLogis has any ownership interest in any of the ProLogis Properties. (ii) Except as would not have, or other right of way establishing the right of such access subject to such exceptions which are would not likely reasonably be expected to have, individually or in the aggregate, a ProLogis Material Adverse Effect, policies of title insurance or updates or endorsements have been issued, insuring ProLogis’s or the applicable Subsidiary of ProLogis’s fee simple title to each of the ProLogis Properties owned by ProLogis and acquired in the past five years, in amounts at least equal to the purchase price paid for ownership of such ProLogis Property or such entity that owned such ProLogis Properties at the time of the issuance of each such policy, and no material claim has been made against any such policy that has not been resolved. (ciii) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower ProLogis or any Subsidiary of its Subsidiaries to be operated as then being operated ProLogis (A) have been lawfully issued and are in full force and effectnot received written notice of any structural defects, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in or violation of the terms Law, relating to any ProLogis Property which would have, or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, individually or in the aggregate, a ProLogis Material Adverse Effect, and (iB) no portion have not received written notice of any Real physical damage to any ProLogis Property owned which would have, or leased by Borrower would reasonably be expected to have, individually or any in the aggregate, a ProLogis Material Adverse Effect for which there is not insurance in effect covering the cost of its Subsidiaries has suffered any material damage by fire or other casualty the restoration and the loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e)revenue. (fiv) There Except for secured loan documents entered into in the ordinary course of business, there are no Persons operating written agreements which restrict ProLogis or managing any Mortgaged Property Subsidiary of ProLogis from transferring any of the ProLogis Properties, and none of the ProLogis Properties is subject to any restriction on the sale or other disposition thereof (other than rights of first offer or rights of first refusal or tenant options as would not have, or would not reasonably be expected to have, individually or in the Borrower aggregate, a ProLogis Material Adverse Effect) or on the financing or release of financing thereon. (v) ProLogis and the Management Company pursuant Subsidiaries of ProLogis have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of ProLogis included in the ProLogis SEC Documents (iexcept as since sold or otherwise disposed of in the ordinary course of business) or used by them in the management agreements delivered to Administrative Agent as ordinary course of the Effective Datebusiness, free and clear of all Liens, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereofwould not have, or any other part of any Mortgaged Propertywould not reasonably be expected to have, is dependent for its accessindividually or in the aggregate, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessProLogis Material Adverse Effect.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower Except as has not had and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect. All water, gasthe Company or one of its Subsidiaries has good and valid title to, electricalor in the case of leased tangible assets, steama valid leasehold interest in, compressed airall of its tangible assets, telecommunicationfree and clear of all Liens, sanitary other than (i) Liens for current taxes and storm sewage lines assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and systems carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (iii) any such matters of record, Liens and other similar systems serving the Real Property owned imperfections of title that do not, individually or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used aggregate, materially impair the continued ownership, use and operated, and no Credit Party has any knowledge operation of any factor or condition that reasonably could be expected the assets to result which they relate in the termination or material impairment business of the furnishing thereofCompany and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (the “Leased Real Property”), subject to identifying each such exceptions which are property that is used by the Company as a distribution center. Except as has not likely had and would not reasonably be expect to have, individually or in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for , each of the Company and its access, operation or utility on any land, building or other improvement not included Subsidiaries has (i) good and marketable title in the fee simple to all Owned Real Property owned or leased by the Borrower or its Subsidiariesand (ii) good and marketable leasehold title to all Leased Real Property, other than for access provided pursuant to a recorded easement or other right in each case, free and clear of way establishing the right of such access subject to such exceptions which are all Liens except Permitted Liens. Except as has not likely had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights no parcel of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Owned Real Property owned or leased Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by Borrower any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Each of the Company and its Subsidiaries to be operated as then being operated have been lawfully issued enjoys peaceful and are in full force and effectundisturbed possession under all such leases, other than those which the except for any such failure to obtain do so that, individually or in the aggregate could aggregate, has not had and would not reasonably be reasonably expected to have a Material Adverse Effect. No Credit Party is All leases of Leased Real Property and all amendments and modifications thereto are in violation of the terms or conditions of full force and effect, and there exists no default under any such franchiseslease by the Company, licensesany of its Subsidiaries or any other party thereto, authorizationsnor has any event occurred which, rights with notice or lapse of usetime or both, governmental approvals would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and permits, which violation would not reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (ec) Except for events or conditions as has not had and would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) there are no portion of contractual or legal restrictions that preclude or restrict the ability to use any Owned Real Property owned or leased Leased Real Property by Borrower the Company or any of its Subsidiaries has suffered any material damage by fire for the current or other casualty loss which contemplated use of such real property. Except as has not heretofore been completely repaired had and restored would not reasonably be expected to its condition prior to such casualtyhave, individually or in the aggregate, a Material Adverse Effect, all plants, warehouses, distribution centers, structures and (ii) no portion of any other buildings on the Owned Real Property owned or leased by Borrower or any Leased Real Property are adequately maintained and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e)currently conducted. (fd) There are no Persons operating or managing any Mortgaged Property other than This Section 3.17 does not relate to intellectual property, which is the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as subject of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessSection 3.18.

Properties. (a) Subject Each of the Borrower and its Subsidiaries has good and marketable title to, or valid, subsisting and enforceable leasehold interests in, all of its Properties material to Liens permitted by Section 6.01, its business. All machinery and equipment of each of the Borrower and its Subsidiaries has title tois in good operating condition and repair, or valid leasehold interests in, and all its real necessary replacements of and personal property material repairs thereto have be made so as to its business, except for minor defects in title preserve and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize maintain the value and operating efficiency of such properties for their intended purposesmachinery and equipment. (b) Subject Set forth on SCHEDULE 5.5 hereto is a complete list of all Patents, Trademarks and Copyrights. The Borrower and its Subsidiaries own, or are licensed to use, all Patents, Trademarks and Copyrights and other intellectual property material to their business (collectively, the "PROPRIETARY RIGHTS"), and to the property conditions reports obtained by knowledge of the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in use thereof by the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effectdoes not infringe upon the rights of any other Person, other than those which the failure to obtain except for any such infringements that, individually or in the aggregate aggregate, could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (dc) None SCHEDULE 5.5 clearly identifies all Patents, Trademarks and Copyrights that have been duly registered in, filed in or issued by the PTO or the United States Register of Copyrights (collectively, the Credit Parties has received any notice or has any actual knowledge"REGISTERED PROPRIETARY Rights"). The Registered Proprietary Rights have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by as applicable. The Borrower or any of and its Subsidiaries or any part thereof, or any proposed termination or impairment have taken commercially reasonable steps to protect their Registered Proprietary Rights and to maintain the confidentiality of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which all Proprietary Rights that are not generally in the aggregate, are reasonably likely to have a Material Adverse Effectpublic domain. (ed) Except for events or conditions not reasonably likely to haveAs of the Closing Date, in the aggregateSCHEDULE 5.5 annexed hereto contains a true, a Material Adverse Effect, accurate and complete list of (i) no portion of any all Real Property Assets, whether owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualtyleased, and (ii) no portion all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any Real Property owned or leased by thereof) affecting each Leasehold Property, regardless of whether the Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities the landlord or any area identified by the insurance industry tenant (whether directly or other experts acceptable to the Administrative Agent as an area assignee or successor in interest) under such lease, sublease or assignment. Except as specified in SCHEDULE 5.5, each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and neither the Borrower nor any of its Subsidiaries has any knowledge of any default that has occurred and is a high probable earthquake or seismic areacontinuing thereunder, and each such agreement constitutes the legal, valid and binding obligation of the Borrower and each of its Subsidiaries, as applicable, enforceable against the Borrower and each of its Subsidiaries, as applicable, in accordance with its terms, except as set forth on Schedule 3.05(e)enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business Except as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely to havebe expected, individually or in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is Effect on Company, Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in violation of the terms latest audited balance sheet included in such Company SEC Reports as being owned by Company or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any one of its Subsidiaries or any part thereofacquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), or any proposed termination or impairment free and clear of all Liens of any parking (nature whatsoever, except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of any Real Property owned way, and other similar encumbrances that do not materially affect the use of the properties or leased by Borrower assets subject thereto or any affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of its Subsidiaries has suffered any material damage by fire title or other casualty loss which has Liens as do not heretofore been completely repaired and restored to its condition prior to materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such casualtyproperties (collectively, “Permitted Encumbrances”), and (iib) no portion is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear of all Liens of any Real Property owned or nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased by Borrower or any of its Subsidiaries thereunder, and each such lease is located in a special flood hazard area as designated by any federal Government Authorities or any area identified valid without default thereunder by the insurance industry or other experts acceptable lessee or, to the Administrative Agent as an area that is a high probable earthquake or seismic areaKnowledge of Company, except as set forth on Schedule 3.05(e). (f) the lessor. There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Datepending or, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledgeKnowledge of Company, except as disclosed on threatened (in writing) condemnation proceedings against the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Real Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title toExcept as would not have, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do would not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries, as the case may be, (a) holds good title to all real property assets reflected in the latest balance sheet included in the SEC Reports as being owned by the Company or its Subsidiaries (collectively, with respect to real property, the “Owned Real Property”) or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except for properties and assets sold or otherwise disposed of since the date thereof), free and clear of all Liens, except (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire statutory Liens for current Taxes or other casualty loss governmental charges not yet due and payable or the amount or validity of which has is being contested in good faith by appropriate proceedings, (ii) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (iii) other statutory Liens securing payments not heretofore been completely repaired and restored to its condition prior to such casualtyyet due, and (iiiv) no portion such imperfections or irregularities of any Real Property owned title, claims, liens (including mechanics’ liens), charges, security interests, easements, covenants and other restrictions or leased by Borrower encumbrances as do not materially affect the current or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as intended use of the Effective Dateproperties or assets subject thereto or affected thereby or otherwise materially impair current or planned business operations at such properties (collectively, and the “Permitted Liens”), (iib) such other management agreements in form and substance reasonably satisfactory to holds the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereofOwned Real Property, or any other part portion thereof or interest therein, free of any Mortgaged outstanding options or rights of first refusal or offer to purchase or lease, (c) is the lessee of all leasehold estates reflected in the Financial Statements or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of since the date thereof) (collectively, with respect to real property, the “Leased Real Property”) and (x) is in possession of the properties purported to be leased thereunder, and each such lease is dependent for its accessvalid and in full force and effect, operation constitutes a valid and binding obligation of the Company or utility on the applicable Subsidiary of the Company, subject to the Bankruptcy and Equity Exception and (y) the Company has not received any land, building written notice of termination or other improvement not included in cancellation of or of a breach or default under any such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accesslease.

Properties. (a) Subject to Liens permitted All major items of operating equipment owned or leased by Section 6.01, each Parent or any of the Borrower Parent Subsidiaries (i) are, in the aggregate, in a state of repair so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated and its Subsidiaries has title to(ii) are adequate, or valid leasehold interests intogether with all other properties of Parent and the Parent Subsidiaries, to comply in all its real and personal property material to its businessrespects with the requirements of all applicable contracts, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposesincluding sales contracts. (b) Subject Except for goods and other property sold, used or otherwise disposed of since December 31, 2009 in the ordinary course of business, Parent and the Parent Subsidiaries have good and defensible title to all oil and gas leases and other properties forming the basis for the reserves reflected in the Parent Reserve Report as attributable to interests owned by Parent and the Parent Subsidiaries, and to all other properties, interests in properties and assets, real and personal, reflected in the Parent SEC Reports filed prior to the property conditions reports obtained date of this Agreement as owned by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof Parent and the heatingParent Subsidiaries, ventilationfree and clear of any Liens, air conditioningexcept: (i) Liens associated with obligations reflected in the Parent Reserve Report or the Parent SEC Reports filed prior to the date of this Agreement, plumbing(ii) Liens for current taxes not yet due and payable, electricaland (iii) such imperfections of title, mechanicaleasements, sewerLiens, waste watergovernment or tribal approvals or other matters and failures of title as would not, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, have a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Parent Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals (i) The leases and permits (including all certificates of occupancy and building permits) required other agreements pursuant to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower which Parent or any of its the Parent Subsidiaries to be operated as then being operated have been lawfully issued and leases or otherwise acquires or obtains operating rights affecting any real or personal property given material value in the Parent Reserve Report are in full force good standing, valid and effecteffective, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party (ii) neither Parent nor any Parent Subsidiary is in violation breach or default under any such lease or other agreement nor, to the knowledge of Parent, is any other party to any such lease or other agreement in breach or default thereunder, and (iii) the terms rentals due by Parent or conditions any Parent Subsidiary to any lessor of any such franchisesoil and gas leases have been properly paid, licensesexcept in each case as would not, authorizationsindividually or in the aggregate, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Parent Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted All of the real estate properties owned by Section 6.01, MART and each of the Borrower MART Subsidiaries are set forth in Section 5.12 of the MART Disclosure Letter. Except as set forth in Section 5.12 of the MART Disclosure Letter, MART and its Subsidiaries each MART Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties identified in the MART Disclosure Letter (the "MART Properties"), free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title to(collectively, "Encumbrances") and the MART Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or valid leasehold interests inreservations of an interest in title (collectively, all its real and personal property material to its business"Property Restrictions"), except for minor defects (u) real estate taxes and special assessments (v) leases and reciprocal easement agreements, (w) inchoate liens imposed for construction work in title progress pursuant to Budgets and title defects disclosed Pro Forma Budgets (each as defined herein) or incurred in the ordinary course of business (x) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to Lenders real property, including zoning regulations, that do not (i) materially adversely affect the current use of the property, (ii) materially detract from the value of or materially interfere with its the current use of the property, (iii) materially detract from the value of or materially interfere with the planned use of any land held for development or properties being developed or expanded, or (iv) affect the ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject rebuild after a casualty, to the same density, any property conditions currently in existence and (y) Encumbrances and Property Restrictions disclosed on existing title reports obtained by or surveys (in either case copies of which title reports and surveys have been delivered or made available to Kimco or as would be disclosed on current title reports received prior to the Borrower date hereof or surveys except, in each case as would not have a Subsidiary at material adverse effect on the time value of acquisition with respect any of the MART Properties, individually or in the aggregate. Except as could not reasonably be expected to have a MART Material Adverse Effect, valid policies of title insurance have been issued insuring MART's or the applicable MART Subsidiary's fee simple or leasehold title to each Real Propertyof the MART Properties listed in Section 5.12 of the MART Disclosure Letter, all components and to the knowledge of MART such policies are in full force and effect and no claim has been made against any such policy and MART has no knowledge of any facts or circumstances which would constitute the basis for such a claim. To the knowledge of MART, except for the Properties Under Development (as defined below), (i) no certificate, permit or license from any governmental authority having jurisdiction over any of the MART Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the MART Properties or which is necessary to permit the lawful use and operation of all improvements included within driveways, roads, parking areas, out lots, and other means of egress and ingress to and from any of the Real Property owned MART Properties (a "REA Agreement") has not been obtained and is not in full force and effect, and there is no pending threat of modification or leasedcancellation of any of the same and the MART Properties are in full compliance with all governmental permits, licenses and certificates except, in each case as lesseewould not have a material adverse effect on the value of any of the MART Properties, individually or in the aggregate; or (ii) no written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any of the MART Properties has been issued by any Credit Partygovernmental authority and none of the MART Properties are in violation of any such federal, state or municipal law, order, ordinance, regulation or requirement, including, without limitation, the roofs and structural elements thereof and Americans with Disabilities Act, except for such violations that would not have a material adverse effect on the heatingvalue of any of the MART Properties, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, individually or in the aggregate. To the knowledge of MART, a Material Adverse Effect. All watereach Property Under Development has obtained all certificates, gas, electrical, steam, compressed air, telecommunication, sanitary permits and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party licenses which are installed and operating and are sufficient to enable the Real Property to continue required to be used obtained and operated MART has no reason to believe that any future certificate, permit or license required for the lawful use and operation of the improvements being constructed thereon will not be issued in the manner currently being used and operated, and no Credit Party has any knowledge ordinary course of any factor business. No REA Agreements or condition that reasonably could other easements (other than customary utility easements which can be expected to result obtained in the termination ordinary course of business) are required from third parties for any Property Under Development which has not already been obtained. There are no tenant improvement projects, development and redevelopment projects or material impairment acquisition and construction projects currently in process at any MART Properties the cost of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement (i) not included in the Real Property owned MART 2003 budget (the "Budget") attached as Exhibit B hereto or leased by the Borrower pro forma of the Development and Redevelopment Projects (the "Pro Forma Budget") attached as Exhibit C hereto or its Subsidiaries, other than for access provided pursuant to a recorded easement (ii) in excess of $50,000 in any case or other right in excess of way establishing the right of such access subject to such exceptions which are not likely to have, $150,000 in the aggregate. Within 5 business days following the date hereof, a Material Adverse Effect. (c) To each Credit Party’s actual knowledgeMART covenants to provide tenant improvement projects, all franchises, licenses, authorizations, rights of use, governmental approvals development and permits (including all certificates of occupancy redevelopment projects and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or acquisition and construction projects currently in process at any of its Subsidiaries the MART Properties. To the knowledge of MART, the use and occupancy of each of the MART Properties complies in all material respects with all applicable codes and zoning laws and regulations, and MART has no knowledge of any pending or threatened proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or access to any of the MART Properties, with such exceptions as are not material and do not interfere with the use made and proposed to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effectmade of such MART Properties. No Credit Party is in violation Neither MART nor any of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties MART Subsidiaries has received any notice or has to the effect that (A) any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereofbetterment assessments have been levied against, or any proposed termination condemnation, taking, eminent domain or impairment similar action or rezoning proceedings are pending or threatened with respect to any of the MART Properties or (B) any zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale buildings or other disposition of any Real Property owned or leased by Borrower or improvements on any of its Subsidiaries the MART Properties or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry continued maintenance, operation or other experts acceptable to use of the Administrative Agent as an area that is a high probable earthquake or seismic area, except parking areas. Except as set forth on Schedule 3.05(e). (f) There in Section 5.12 of the MART Disclosure Letter, to the knowledge of MART, there are no Persons operating facts or managing any Mortgaged Property circumstances under which the owner of real estate (other than the Borrower and the Management Company pursuant MART) can cause MART to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements materially breach or be in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement material default under any material lease or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessmaterial REA Agreement.

Properties. (ai) Subject Other than with respect to Liens permitted by the Red Lion Real Properties (which are addressed in clauses (ii)-(v) of this Section 6.014.2(o)), each one of the Borrower Red Lion Entities (A) has good and its Subsidiaries has marketable title to, to all the properties and assets reflected in Red Lion Financial Statements as being owned by one of the Red Lion Entities or valid leasehold interests in, all its real and personal property acquired after the date thereof that are material to its the Red Lion Business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except for minor defects in title (1) statutory Liens securing payments not yet due, (2) such imperfections or irregularities of title, claims, liens, charges, security interests, easements, covenants and title defects disclosed to Lenders that other restrictions or encumbrances as do not interfere with its ability to conduct its affect in any material respect the current use of the properties or assets subject thereto or affected thereby or otherwise impair in any material respect the business as currently conducted or to utilize operations at such properties and (3) mortgages, deeds of trust or security interests related to indebtedness reflected on the Red Lion Financial Statements (such Liens in clauses (1) through (3), “Red Lion Permitted Liens”), and (B) is the lessee of all leasehold estates reflected in the latest year-end financial statements included in the Red Lion Financial Statements or acquired after the date thereof that are material to the Red Lion Business on a consolidated basis (except for leases that have expired by their intended purposesterms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties purported to be leased thereunder, and each such lease is valid without any material default thereunder by the lessee or, to Navy’s knowledge, the lessor. (bii) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, Except as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None Effect on Red Lion, one of the Credit Parties Red Lion Entities has received good and marketable either fee simple or leasehold (as the case may be) title to all real properties occupied, used or held for use in the Red Lion Business or reflected in the latest year-end balance sheet included in the Red Lion Financial Statements (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (the “Red Lion Real Properties”), in each case free and clear of all Liens and Encumbrances other than Red Lion Permitted Liens and Red Lion Permitted Encumbrances. All aspects of the Red Lion Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Red Lion Permitted Encumbrances, and there are no matters which create, or which with notice or has any actual knowledgethe passage of time would create, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or a default under any of its Subsidiaries the documents evidencing the Red Lion Permitted Encumbrances, except in each case where the failure to comply or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are default would not reasonably likely be expected to have a Material Adverse EffectEffect on Red Lion. (eiii) Each of the leases and subleases pursuant to which any of the Red Lion Entities leases the leased Red Lion Real Properties (the “Red Lion Real Property Leases”) is valid, binding and in full force and effect without default thereunder by the lessee or, to Navy’s knowledge, the lessor (and there are no outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a default or breach by either party under any Red Lion Real Property Lease), except in each case where the failure to comply or the default would not reasonably be expected to have a Material Adverse Effect on Red Lion. True and complete copies of all Red Lion Real Property Leases that are material to the Red Lion Business have been made available by Navy to Xxxxx prior to the date of this Agreement, including all amendments or modifications thereof and all side letters or other instruments affecting the obligations of any party thereunder. There is no pending or, to the knowledge of Navy, threatened suit, action or proceeding with respect to any leased property that is material to the Red Lion Business which would reasonably be expected to interfere in any material respect with the quiet enjoyment of any tenant. (iv) Except for events or conditions as would not reasonably likely be expected to havehave a Material Adverse Effect on Red Lion, all buildings, structures, improvements and fixtures located on or within the Red Lion Real Property, and all other aspects of the Red Lion Real Property, (1) are in good operating condition and repair and are structurally sound and free of any defects; (2) are suitable, sufficient and appropriate in all respects for their current and contemplated uses; and (3) consist of sufficient land, parking areas, sidewalks, driveways and other improvements (and otherwise have adequate ingress and egress to public rights of way) to permit the continued use of such facilities in the manner and for the purposes to which they are presently devoted or to which they are contemplated to be devoted. (v) As used herein, the term “Red Lion Permitted Encumbrances” means easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, a Material Adverse Effect, (i) no portion do not materially and adversely impact the use of any the applicable Red Lion Real Property owned in the business as currently operated or leased by Borrower or any otherwise materially and adversely impair the operation of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to the Red Lion Business at such casualty, and location (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(ecurrently operated). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business Except as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely to havebe expected, individually or in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is Effect on Company, Company or one of its Subsidiaries (a) has good and insurable title to all the properties and assets reflected in violation of the terms latest audited balance sheet included in such Company SEC Reports as being owned by Company or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any one of its Subsidiaries or any part thereofacquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”), or any proposed termination or impairment free and clear of all Liens of any parking (nature whatsoever, except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of any Real Property owned way, and other similar encumbrances that do not materially affect the use of the properties or leased by Borrower assets subject thereto or any affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of its Subsidiaries has suffered any material damage by fire title or other casualty loss which has Liens as do not heretofore been completely repaired and restored to its condition prior to materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such casualtyproperties (collectively, “Permitted Encumbrances”), and (iib) no portion is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any Real Property owned or nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased by Borrower or any of its Subsidiaries thereunder, and each such lease is located in a special flood hazard area as designated by any federal Government Authorities or any area identified valid without default thereunder by the insurance industry or other experts acceptable lessee or, to the Administrative Agent as an area that is a high probable earthquake or seismic areaKnowledge of Company, except as set forth on Schedule 3.05(e). (f) the lessor. There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Datepending or, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledgeKnowledge of Company, except as disclosed on threatened (in writing) condemnation proceedings against the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Company Real Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Section 3.10(a) of the HI-REIT Disclosure Letter lists each parcel of real property constituting HI-REIT Properties, and sets forth HI-REIT or the applicable HI-REIT Subsidiary owning such HI-REIT Properties. Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports): (i) HI-REIT or a HI-REIT Subsidiary owns fee simple title to Liens permitted by Section 6.01, each of the Borrower HI-REIT Properties, free and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its businessclear of Liens, except for minor defects Permitted Liens; (ii) except as has not had and would not, individually or in title the aggregate, have a Material Adverse Effect on HI-REIT, neither HI-REIT nor any HI-REIT Subsidiary has received written notice of any uncured violation of any Law (including zoning, building or similar Laws) affecting any portion of any of the HI-REIT Properties issued by any Governmental Entity; and title defects disclosed (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on HI-REIT, neither HI-REIT nor any HI-REIT Subsidiary has received written notice to Lenders the effect that do not interfere there are condemnation or rezoning proceedings that are currently pending or threatened with its ability respect to conduct its business as currently conducted or to utilize such properties for their intended purposesany of the HI-REIT Properties. (b) Subject Except as disclosed in property condition assessments and similar structural engineering reports relating to the property HI-REIT Properties, HI-REIT has not received written notice of, nor does HI-REIT have any Knowledge of, any latent defects or adverse physical conditions reports obtained by affecting any of the Borrower HI-REIT Properties or a Subsidiary at the time improvements thereon that have not been corrected or cured prior to the date of acquisition with respect to each Real Propertythis Agreement, all components of all improvements included within the Real Property owned except as would not, individually or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, have a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility Effect on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse EffectHI-REIT. (c) To each Credit Party’s actual knowledgeHI-REIT and the HI-REIT Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all franchisesmaterial personal property assets owned, licensesused or held for use by them. Neither HI-REIT’s, authorizationsnor the HI-REIT Subsidiaries’, rights ownership of use, governmental approvals and permits (including all certificates of occupancy and building permits) required any such personal property is subject to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effectLiens, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse EffectPermitted Liens. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Section 4.10(a) of the REIT I Disclosure Letter lists each hotel and other parcels of real property constituting REIT I Properties, and sets forth REIT I or the applicable REIT I Subsidiary owning such REIT I Properties. Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports): (A) REIT I or a REIT I Subsidiary owns fee simple title to Liens permitted by Section 6.01, each of the Borrower REIT I Properties, free and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its businessclear of Liens, except for minor defects Permitted Liens; (B) except as has not had and would not, individually or in title the aggregate, have a REIT I Material Adverse Effect, neither REIT I nor any REIT I Subsidiary has received written notice of any uncured violation of any Law (including zoning, building or similar Laws) affecting any portion of any of the REIT I Properties issued by any Governmental Entity; and title defects disclosed (C) except as would not, individually or in the aggregate, have a REIT I Material Adverse Effect, neither REIT I nor any REIT I Subsidiary has received written notice to Lenders the effect that do not interfere there are condemnation or rezoning proceedings that are currently pending or threatened with its ability respect to conduct its business as currently conducted or to utilize such properties for their intended purposesany of the REIT I Properties. (b) Subject Except as disclosed in property condition assessments and similar structural engineering reports relating to the property REIT I Properties, REIT I has not received written notice of, nor does REIT I have any Knowledge of, any latent defects or adverse physical conditions reports obtained by affecting any of the Borrower REIT I Properties or a Subsidiary at the time improvements thereon that have not been corrected or cured prior to the date of acquisition with respect to each Real Propertythis Agreement, all components of all improvements included within the Real Property owned except as would not, individually or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, have a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a REIT I Material Adverse Effect. (c) To each Credit Party’s actual knowledgeREIT I and the REIT I Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all franchisesmaterial personal property assets owned, licensesused or held for use by them. Neither REIT I’s, authorizationsnor the REIT I Subsidiaries’, rights ownership of use, governmental approvals and permits (including all certificates of occupancy and building permits) required any such personal property is subject to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effectLiens, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse EffectPermitted Liens. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Except for Permitted Encumbrances and immaterial property rights terminated or disposed of after September 30, 2015 in the ordinary course of business, the Company has (i) good and marketable title in fee simple to Liens permitted by the real properties (other than the Leases and Easements) listed on Section 6.014.11(a)(i) of the Company Disclosure Schedule or otherwise reflected in the Financial Statements, free and clear of all Encumbrances other than Permitted Encumbrances, (ii) a valid, binding and enforceable leasehold interest in each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects leased properties used by the Company in title and title defects disclosed to Lenders that do not interfere with its ability to the conduct its of the business as currently conducted by the Company as of the date hereof (the “Leases”), free and clear of all Encumbrances other than Permitted Encumbrances, and all such Leases are listed on Section 4.11(a)(ii) of the Company Disclosure Schedule, (iii) a valid, binding and enforceable interest in each of the surface site properties used by the Company in the conduct of the business as conducted by the Company as of the date hereof pursuant to the agreements listed on Section 4.11(a)(iii) of the Company Disclosure Schedule (the “Surface Site Grants”) free and clear of all Encumbrances other than Permitted Encumbrances and (iv) good title to the material owned personal property, structures, buildings, fixtures, equipment, pipelines, and gathering and processing systems that are reflected in the Financial Statements or to utilize such properties for their intended purposesotherwise comprising a part of the Company Systems, free and clear of all Encumbrances other than Permitted Encumbrances. (b) Subject The Company has such title, rights or interest in or to all Easements as are necessary for (i) the property conditions reports obtained Company to operate the Company Systems substantially as operated on the date hereof, except for imperfections (including immaterial defects and irregularities) as would reasonably be anticipated to exist, based on industry practices, in a pipeline system of the size, age, location and other characteristics of the Company Systems and (ii) the completion of the construction of the Union Pipeline. True and correct copies of all such Easements have been made available to Buyer. Other than gaps listed on Section 4.11(b) of the Company Disclosure Schedule, there are no gaps in the Easements held by the Borrower Company for the Company Systems or the Union Pipeline. The Company has not received any written notice of any claim asserting the existence of a Subsidiary at Title Defect in connection with any Easement held by the time of acquisition Company. (c) There exist no material defaults under any Real Property Instrument to which the Company is a party with respect to each Real Propertyany real property (including any Easements and Surface Site Grants) held or owned by the Company or, all components to the Knowledge of all improvements included within the Company, any other Person that is a party to such Real Property Instruments, and no event has occurred that with notice or lapse of time or both would constitute a default under any such Real Property Instrument by the Company or, to the Knowledge of the Company, any other Person who is a party to such Real Property Instrument, in each case that would materially interfere with, or materially increase the cost of, the construction and/or operation of the Company Systems as of the date hereof. (d) The real properties owned by the Company (all of which are set forth in Section 4.11(a)(i) of the Company Disclosure Schedule), the Leases (all of which are set forth in Section 4.11(a)(ii) of the Company Disclosure Schedule) and the Easements and Surface Site Grants held by the Company constitute all of the real property used for the conduct of the business, in all material respects, of the Company Systems as conducted by the Company on the date hereof. The personal properties owned by the Company to conduct the operations of the Company Systems constitute all of the personal property used for the conduct of the business, in all material respects, of the Company as conducted by it on the date hereof or leasedthe operation of the Company Systems as operated by the Company as of the date hereof. (e) There are no assessments against the Easements or Surface Site Grants held by the Company for public improvements and there is no pending and, as lesseeto the Knowledge of the Company, there is no threatened, condemnation of any real property by any Credit Party, including, without limitation, Government Entity that would materially interfere with the roofs and structural elements thereof conduct of the business of the Company as conducted or the operation of the Company Systems as operated by the Company as of the date hereof. (f) The Company Systems (and the heatingpersonal property, ventilationstructures, air conditioningbuildings, plumbingfixtures, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, pipelines, and gathering and processing systems that are part of the Company Systems) have been maintained, to the Knowledge of the Company, consistent with industry standards and facilities included therein, are in good working order and repaircondition (ordinary wear and tear excepted), subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable sufficient, for the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment operation of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased Company Systems as operated by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessdate hereof.

Properties. (a) Subject to Liens permitted by Section 6.01, each of TPC and the Borrower and its Subsidiaries has have sufficient title to, or valid leasehold interests in, to all its real properties and personal property material assets which they purport to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Partyown, including, without limitation, all assets and properties reflected in the roofs December 31, 1996 financial statements and structural elements thereof TPC SEC Reports, to conduct their respective businesses as currently conducted, and hold such properties and assets free and clear of all liens and encumbrances except for Permitted Encumbrances or except where the heatingfailure so to have such title or interests or so to hold such properties and assets would not, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation Without limiting the generality of the terms foregoing, TPC and the Subsidiaries own sufficient title or conditions leasehold interests in real property free and clear of liens and encumbrances except for Permitted Encumbrances, to (i) expand the Xxxx Storage facility to a total working storage Capacity of 12BCF of gas, (ii) expand the Xxxx Bluff storage facility to a total working storage capacity of 10BCF of gas, and (iii) develop the proposed Tioga storage facility with a total working storage capacity of 10BCF of gas. (b) With respect to any water rights owned by TPC or any Subsidiary which are material to operations or development of the property of TPC and the Subsidiaries, such franchiseswater rights are adequate to continue operations as presently conducted. (c) All personal property of TPC or any Subsidiary has been maintained in an operable state of repair adequate to maintain normal operations in a manner consistent with past practices, licensesexcept such failures to maintain as would not, authorizationsindividually or in the aggregate, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. . Except as provided in this Section 3.12 or in Section 3.14, TPC MAKES NO AND DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE OR OTHERWISE, AS TO (dI) None of the Credit Parties has received any notice or has any actual knowledgeTHE QUALITY, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse EffectCONDITION OR OPERABILITY OF ANY PERSONAL PROPERTY OR EQUIPMENT, (iII) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualtyITS MERCHANTABILITY, and (iiIII) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic areaITS FITNESS FOR ANY PARTICULAR PURPOSE OR (IV) ITS CONFORMITY TO MODELS OR SAMPLES OF MATERIALS AND, except as set forth on Schedule 3.05(e)EXCEPT AS PROVIDED IN THIS SECTION 3.12 OR IN SECTION 3.14, ALL PERSONAL PROPERTY AND EQUIPMENT IS DELIVERED "AS IS, WHERE IS" IN THE CONDITION IN WHICH THE SAME EXISTS. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business Except as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operatedmaterial adverse effect on Parent, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result except as set forth in the termination or material impairment Section 3.1(n) of the furnishing thereofParent Disclosure Schedule, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement Parent or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any one of its Subsidiaries (i) has good and marketable title to be operated as then being operated have been lawfully issued all the properties and are in full force and effect, other than those which the failure to obtain assets reflected in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms Parent Financial Statements as being owned by Parent or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any one of its Subsidiaries or any part thereofacquired after the date thereof which are material to Parent’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all claims, liens, charges, security interests or any proposed termination or impairment encumbrances of any parking nature whatsoever, except (except as contemplated in any approved expansion approved A) statutory liens securing payments not yet due or liens which are being properly contested by Administrative Agent), at any such owned Parent or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves related thereto are maintained on the Parent Financial Statements, (B) such imperfections or any part thereof in lieu irregularities of condemnationtitle, which claims, liens, charges, security interests, easements, covenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (C) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the aggregate, are reasonably likely to Parent Financial Statements (except such liens which have a Material Adverse Effect. (e) Except for events been satisfied or conditions not reasonably likely to have, otherwise discharged in the aggregateordinary course of business since the date of the Parent SEC Documents), a Material Adverse Effectand (D) rights granted to any non-exclusive licensee of any Parent Intellectual Property in the ordinary course of business consistent with past practices (such liens, imperfections and irregularities in clauses (A), (iB), (C), and (D) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty“Parent Permitted Liens”), and (ii) no portion is the lessee of any Real Property owned all leasehold estates reflected in the Parent Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased by Borrower or any of its Subsidiaries thereunder, and each such lease is located in a special flood hazard area as designated by any federal Government Authorities or any area identified valid without default thereunder by the insurance industry or other experts acceptable lessee or, to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To BorrowerParent’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accesslessor.

Properties. (a) Subject to Liens permitted by Section 6.01Each of Holdings, each of the Borrower and its the Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its businessbusiness (including the Mortgaged Properties), except for Permitted Encumbrances, Liens permitted under Section 6.02 and minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or as proposed to be conducted or to utilize such properties for their intended purposespurposes except to the extent such interference could not reasonably be expected to result in a Material Adverse Effect. (b) Subject Each of Holdings, the Borrower and the Subsidiaries owns or licenses pursuant to a valid and enforceable written agreement, all Intellectual Property (including Intellectual Property rights in Software) necessary for and material to the property conditions reports obtained by operation and conduct of their businesses as currently conducted. To the knowledge of Holdings and the Borrower, the operation and conduct of the businesses of Holdings, the Borrower and the Subsidiaries (including the use or a Subsidiary at the time practice of acquisition with respect to each Real Propertyany Intellectual Property and Software therein) does not infringe, all components of all improvements included within the Real misappropriate or dilute any Intellectual Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are other Person except as could not reasonably likely be expected to have, result in the aggregate, a Material Adverse Effect. All waterAs of the Effective Date, gaswithin the last five (5) years, electricalno other Person has contested in writing any right, steamtitle or interest of Holdings, compressed airthe Borrower or any Subsidiary in or relating to any material Intellectual Property or challenged in writing the ownership, telecommunicationuse, sanitary and storm sewage lines and systems and other similar systems serving the Real validity or enforceability of any material Intellectual Property owned by Holdings, the Borrower or leased any Subsidiary (including the use, validity or enforceability of any licenses to any Intellectual Property held by Holdings, the Borrower or any Subsidiary) except as could not reasonably be expected to result in a Material Adverse Effect. As of the Effective Date, there are no pending (or, to the knowledge of Holdings and the Borrower, threatened) actions, investigations, suits, proceedings or orders with respect to any such infringement, misappropriation or dilution or any other violation, impairment, contest or challenge in writing relating to material Intellectual Property except as could not reasonably be expected to result in a Material Adverse Effect. As of the Effective Date, (i) within the last five (5) years, no judgment or order regarding any such infringement, misappropriation, dilution, violation, impairment, contest or challenge has been rendered by any Credit Party are installed competent Governmental Authority and operating and are sufficient no settlement agreement or similar contract has been entered into by Holdings, the Borrower or any Subsidiary with respect to enable the Real Property any such infringement, misappropriation, dilution, violation, impairment, contest or challenge wherein such settlement agreement or similar contract could reasonably be expected to continue to be used and operated result in the manner currently being used and operateda Material Adverse Effect, and no Credit Party (ii) none of Holdings, the Borrower or any Subsidiary has any knowledge of any factor valid basis for any claim for infringement, misappropriation, dilution, violation, impairment, contest or condition that challenge except as could not reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement To the knowledge of Holdings and the Borrower, no Person has been or portion thereof is dependent for its accessinfringing, operation misappropriating, diluting, violating or utility on otherwise impairing any landIntellectual Property of Holdings, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant any Subsidiary except as could not reasonably be expected to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, result in the aggregate, a Material Adverse Effect. (c) To Schedule 3.05(c) sets forth the address of each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property real property that is owned or leased by the Borrower or any of its Subsidiaries to be operated Subsidiary as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected Effective Date after giving effect to have a Material Adverse Effectthe Transactions. (d) None As of the Credit Parties Effective Date, none of Holdings, the Borrower or any Subsidiary has received any notice of, or has knowledge of, any actual knowledge, of any pending, threatened pending or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Mortgaged Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are condemnation that could reasonably be likely to have result in a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject Parent and the Parent Subsidiaries have good and valid title, free and clear of all Liens, to Liens permitted all their material properties and assets, whether tangible or intangible, personal or mixed, reflected in Parent's Financial Statements for the period ended November 30, 2001 as being owned by Section 6.01, each Parent and the Parent Subsidiaries as of the Borrower date thereof, other than (i) any properties or assets that have been sold or otherwise disposed of in the ordinary course of business since the date of such Parent Financial Statements, (ii) Liens disclosed in the notes to such Parent Financial Statements and its Subsidiaries has title to(iii) Liens arising in the ordinary course of business after the date of such Parent Financial Statements. All fixtures, or valid leasehold interests in, all its real equipment and personal other property and assets that are material to its businessbusiness on a consolidated basis, except for minor defects held under leases or sub-leases by Parent or any Parent Subsidiary are held under valid instruments enforceable in title accordance with their respective terms, subject to applicable laws of bankruptcy, insolvency or similar laws relating to creditors' rights generally and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted general principles of equity (whether applied in a proceeding in law or to utilize such properties for their intended purposesequity). Substantially all of the Parent's and the Parent Subsidiaries' equipment in regular use has been reasonably maintained and is in serviceable condition, reasonable wear and tear excepted. (b) Subject to the property conditions reports obtained by the Borrower Neither Parent nor any Parent Subsidiaries owns or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property has ever owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effectreal property. (c) To each Credit Party’s actual knowledgeSection 5.27 of the Parent Disclosure Letter sets forth a complete and accurate list of all real property leased, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued subleased or licensed by Governmental Authority to enable all Real Property owned or leased by Borrower Parent or any of its Subsidiaries to be operated as then being operated have been lawfully issued (collectively the "Parent Leases") and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation location of the terms or conditions of any such franchisespremises. Neither Parent, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or nor any of its Subsidiaries nor, to Parent's knowledge, any other party is in default under any of the Parent Leases, except where the existence of such defaults, individually or any part thereofin the aggregate, or any proposed termination or impairment of any parking (except as contemplated has not resulted in, and is not reasonably likely to result in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or a Material Adverse Effect to Parent. Neither Parent nor any of its Subsidiaries leases, subleases or licenses any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely real property to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property person other than Parent and its Subsidiaries. Parent has provided the Borrower Company with complete and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as accurate copies of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessall Parent Leases.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business Except as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect. All watermaterial adverse effect on Sirius, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned Sirius or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any one of its Subsidiaries (i) has good and marketable title to be operated as then being operated have been lawfully issued all the properties and are in full force and effect, other than those which the failure to obtain assets reflected in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms Sirius Financial Statements as being owned by Sirius or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any one of its Subsidiaries or any part thereofacquired after the date thereof which are material to Sirius’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all claims, liens, charges, security interests or any proposed termination or impairment encumbrances of any parking nature whatsoever, except (except as contemplated in any approved expansion approved A) statutory liens securing payments not yet due or liens which are being properly contested by Administrative Agent), at any such owned Sirius or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves related thereto are maintained on the Sirius Financial Statements, (B) such imperfections or any part thereof in lieu irregularities of condemnationtitle, claims, liens, charges, security interests, easements, covenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (C) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the Sirius Financial Statements (except such liens which have been satisfied or otherwise discharged in the aggregateordinary course of business since the date of the Sirius SEC Documents), are reasonably likely and (D) rights granted to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, any non-exclusive licensee of any Sirius Intellectual Property in the aggregateordinary course of business consistent with past practices (such liens, a Material Adverse Effectimperfections and irregularities in clauses (A), (iB), (C) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty(D), “Sirius Permitted Liens”), and (ii) no portion is the lessee of any Real Property owned all leasehold estates reflected in the Sirius Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased by Borrower or any of its Subsidiaries thereunder, and each such lease is located in a special flood hazard area as designated by any federal Government Authorities or any area identified valid without default thereunder by the insurance industry or other experts acceptable lessee or, to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To BorrowerSirius’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accesslessor.

Properties. (a) Subject to Liens permitted by Section 6.01, Pine and each of the Borrower Pine Subsidiary has good and its Subsidiaries has valid title to, or good and valid leasehold interests in, all its real their respective properties and personal property material assets (the “Pine Properties”) except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to its businesshave a Pine Material Adverse Effect. The Pine Properties are, in all respects, adequate and sufficient, and in satisfactory condition, to support the operations of Pine and the Pine Subsidiaries as presently conducted, except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Pine Material Adverse Effect. All of the Pine Properties are free and clear of all Liens, except for minor defects Liens on material Pine Properties that, individually or in title and title defects disclosed to Lenders that the aggregate, do not interfere with its ability materially impair and would not reasonably be expected to materially impair, the continued use and operation of such material Pine Property to which they relate in the conduct its business of Pine and the Pine Subsidiaries as currently presently conducted and Liens on other Pine Properties that, individually or in the aggregate, have not had and would not reasonably be expected to utilize such properties for their intended purposeshave a Pine Material Adverse Effect. This Section 4.15 does not relate to Intellectual Property Rights matters, which are the subject of Section 4.16. (b) Subject Pine and each of the Pine Subsidiaries has complied with the terms of all leases, subleases and licenses entitling it to the use of real property conditions reports obtained owned by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operatedthird parties (“Pine Leases”), and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which all Pine Leases are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals valid and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain except as, individually or in the aggregate could aggregate, has not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals had and permits, which violation would not reasonably be expected to have a Pine Material Adverse Effect. Pine and each Pine Subsidiary is in exclusive possession of the properties or assets purported to be leased under all the Pine Leases, except for such failures to have such possession of material properties or assets as, individually or in the aggregate, do not materially impair and would not reasonably be expected to materially impair, the continued use and operation of such material assets to which they relate in the conduct of Pine and Pine Subsidiaries as presently conducted and failures to have such possession of immaterial properties or assets as, individually or in the aggregate, have not had and would not reasonably be expected to have a Pine Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, Cedar and each of the Borrower Cedar Subsidiary has good and its Subsidiaries has valid title to, or good and valid leasehold interests in, all its real their respective properties and personal property material assets (the “Cedar Properties”) except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to its businesshave a Cedar Material Adverse Effect. The Cedar Properties are, in all respects, adequate and sufficient, and in satisfactory condition, to support the operations of Cedar and the Cedar Subsidiaries as presently conducted, except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Cedar Material Adverse Effect. All of the Cedar Properties are free and clear of all Liens, except for minor defects Liens on material Cedar Properties that, individually or in title and title defects disclosed to Lenders that the aggregate, do not interfere with its ability materially impair and would not reasonably be expected to materially impair, the continued use and operation of such material Cedar Properties to which they relate in the conduct its business of Cedar and the Cedar Subsidiaries as currently presently conducted and Liens on other Cedar Properties that, individually or in the aggregate, have not had and would not reasonably be expected to utilize such properties for their intended purposeshave a Cedar Material Adverse Effect. This Section 3.15 does not relate to Intellectual Property Rights matters, which are the subject of Section 3.16. (b) Subject Cedar and each of the Cedar Subsidiaries has complied with the terms of all leases, subleases and licenses entitling it to the use of real property conditions reports obtained owned by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operatedthird parties (“Cedar Leases”), and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which all Cedar Leases are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals valid and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain except as, individually or in the aggregate could aggregate, has not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals had and permits, which violation would not reasonably be expected to have a Cedar Material Adverse Effect. Cedar and each Cedar Subsidiary is in exclusive possession of the properties or assets purported to be leased under all the Cedar Leases, except for such failures to have such possession of material properties or assets as, individually or in the aggregate, do not materially impair and would not reasonably be expected to materially impair, the continued use and operation of such material properties and assets to which they relate in the conduct of Cedar and Cedar Subsidiaries as presently conducted and failures to have such possession of immaterial properties or assets as, individually or in the aggregate, have not had and would not reasonably be expected to have a Cedar Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each 3.15(a) of the Borrower Vornado Disclosure Letter sets forth a list of (i) each Vornado Included Property, and its Subsidiaries has title to(ii) whether the applicable Vornado Included Entity directly or indirectly owns such Vornado Included Property in fee simple or directly or indirectly holds such Vornado Included Property pursuant to a leasehold, ground leasehold or some other property interest. Except as expressly set forth in Section 3.15(a) of the Vornado Disclosure Letter, as of the date hereof there are no real properties that Newco, Newco OP or any Vornado Included Entity is obligated to buy, lease or sublease at some future date, or valid leasehold interests inotherwise enter into any contract for sale, all its real ground lease or letter of intent to sell or ground lease any such Vornado Included Property or any portion thereof (in each case, excluding any Vornado Leases and personal property material the Vornado Ground Leases), and no commissions, fees or other amounts are payable (or are to its business, except for minor defects become payable) in title and title defects disclosed to Lenders that do not interfere connection with its ability to conduct its business as currently conducted the acquisition or to utilize such properties for their intended purposesdisposition of any Vornado Included Property. (b) Subject The applicable Vornado Included Entity owns good and marketable fee simple title or leasehold title (as applicable) to each of the Vornado Included Properties, in each case, free and clear of Liens, except for Vornado Permitted Liens. Except as set forth on Section 3.15(b) of the Vornado Disclosure Letter, the Vornado Included Entities have not granted, and to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment Vornado, none of the furnishing Vornado Included Properties is subject to, unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Vornado Included Property or any portion thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To the knowledge of the Vornado Parties, except as may be disclosed in the third party physical condition reports with respect to the Vornado Included Properties which have been delivered or otherwise made available to the JBG Parties (it being understood and agreed that a reference in a physical condition report to a document not otherwise delivered or made available to the JBG Parties shall not be deemed to constitute disclosure of the contents of such document), as of the date hereof, with respect to each Credit Party’s actual knowledgeVornado Included Property, all franchises(i) such Vornado Included Property is supplied with utilities and other services as necessary to permit its continued operation as it is now being operated, licenses(ii) such Vornado Included Property is in good working order sufficient for its normal operation in the manner currently being conducted, authorizations(iii) such Vornado Included Property has not suffered any casualty or other damage that has not been repaired, rights of useand (iv) there are no patent or latent structural, governmental approvals mechanical or other significant defects or deficiencies in the improvements on any Vornado Included Property, in each case, except as has not had and permits (including all certificates of occupancy and building permits) required would not reasonably be expected to have been issued by a Vornado Material Adverse Effect; provided, however, that this Section 3.15(c) shall not apply to any Vornado Included Property that is an Under Construction and Predevelopment Property or is otherwise raw land, under development or not otherwise in active operation. (d) No Vornado Included Entity has received (i) written notice that any certificate, permit or license from any Governmental Authority to enable all Real Property owned or leased by Borrower or Entity having jurisdiction over any of its Subsidiaries the Vornado Included Properties necessary to be permit the lawful use and operation of the buildings and improvements on any of the Vornado Included Properties as currently used and operated as then being operated have been lawfully issued or that is necessary to permit the lawful use and are operation of all utilities and means of egress and ingress to and from any of the Vornado Included Properties for the current use and operation of the Vornado Included Properties is not in full force and effecteffect as of the date of this Agreement, other than those which the failure except for such failures to obtain be in full force and effect that, individually or in the aggregate could aggregate, has not had and would not reasonably be reasonably expected to have a Vornado Material Adverse Effect. No Credit Party is in violation of the terms , or conditions of any such franchisespending written threat of modification or cancellation of any of same, licenses, authorizations, rights of use, governmental approvals and permits, which violation that would reasonably be expected to have a Vornado Material Adverse Effect. , or (dii) None written notice of any uncured violation of any Laws affecting any of the Credit Parties has received any notice Vornado Included Properties which, individually or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are has had or would reasonably likely be expected to have a Vornado Material Adverse Effect. (e) Except for events as set forth in Section 3.15(e) of the Vornado Disclosure Letter, no condemnation, eminent domain or conditions not reasonably likely similar proceeding has occurred or to havethe knowledge of the Vornado Included Entities is pending with respect to any Vornado Included Property and, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Vornado Material Adverse Effect, no Vornado Included Entity has received any written notice to the effect that (i) any condemnation or rezoning proceedings are threatened with respect to any of the Vornado Included Properties, or (ii) any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in violation) for any Vornado Included Property. (f) Section 3.15(f) of the Vornado Disclosure Letter sets forth all ground leases affecting the interest of the Vornado Included Entities in any Vornado Included Property, other than ground leases as to which a Vornado Included Entity is both lessor and lessee, and all amendments, modifications (including pursuant to any estoppel), guarantees, renewals and extensions exercised related thereto (collectively, the “Vornado Ground Leases”). Vornado hereby represents that (a) Section 3.15(f) of the Vornado Disclosure Letter contains a true, complete and correct list of all Vornado Ground Leases to which any Vornado Included Entity is bound; (b) true, complete and correct copies of such Vornado Ground Leases have been delivered or made available to the JBG Parties; and (c) each such Vornado Ground Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the applicable Vornado Included Entity and, to the knowledge of Vornado, with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). As of the date hereof, there are no monetary or non-monetary material defaults under any Vornado Ground Lease to which any Vornado Included Entity is bound, by any Vornado Included Entity or any other party thereto. As of the date hereof, no Vornado Included Entity has sent or received any notice of any violation or breach of, or default under, any Vornado Ground Lease to which any Vornado Included Entity is bound. (g) Except for discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Vornado Material Adverse Effect, the rent rolls for each of the Vornado Included Properties as of September 1, 2016 (with respect to office and retail properties) or as of September 29, 2016 (with respect to residential properties) that have been previously made available to the JBG Parties by the Vornado Included Entities, are true and correct and (i) correctly reference each tenant under each lease that was in effect as of as the respective dates of such rent rolls, and to which a Vornado Included Entity is a party as lessor with respect to each of the Vornado Included Properties (all leases, together with all amendments, modifications, supplements, renewals and extensions related thereto, the “Vornado Leases”) and (ii) identify the rent payable under the Vornado Lease as of such date. Except for discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Vornado Material Adverse Effect, the Vornado Included Entities have made available to the JBG Parties a list of all security deposit amounts currently held under the Vornado Leases as of September 30, 2016. (h) True and complete (in all material respects) copies of all (x) Vornado Ground Leases and (y) Vornado Leases for space in excess of 25,000 square feet in or at any Vornado Included Properties (the “Material Vornado Leases”) (it being understood that a Vornado Lease shall constitute a Material Vornado Lease if there are other Vornado Leases with the same tenant at the same Vornado Included Property that, if aggregated with such Vornado Lease, would exceed 25,000 square feet), in each case in effect as of the date hereof and to the extent within Vornado’s possession and control, have been made available to the JBG Parties. Except as would not, individually or in the aggregate, reasonably be expected to have a Vornado Material Adverse Effect, (i) no portion Vornado Included Entity has given or received written notice of any Real Property owned violation or leased by Borrower breach of, or default under, any Material Vornado Lease, which violation or breach remains outstanding and uncured, (ii) except as set forth on Section 3.15(h) of its Subsidiaries has suffered any the Vornado Disclosure Letter, no tenant under a Material Vornado Lease is in monetary or non- monetary material damage by fire or other casualty loss default under such Material Vornado Lease, which has not heretofore been completely repaired default remains outstanding and restored to its condition prior to such casualtyuncured, and (iiiii) no portion each Material Vornado Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to a Vornado Included Entity and, to the knowledge of any Real Property owned Vornado, with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or leased other similar Laws affecting creditors’ rights generally and by Borrower or any general principles of its Subsidiaries equity (regardless of whether enforceability is located considered in a special flood hazard area proceeding in equity or at Law). Except as designated set forth on Section 3.15(h) of the Vornado Disclosure Letter, any and all material leasing commissions or brokerage fees payable by Vornado Included Entities with respect to any federal Government Authorities or any area identified by Material Vornado Leases have been paid in full. To the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic areaknowledge of Vornado, except as set forth on Schedule 3.05(e)Section 3.15(h) of the Vornado Disclosure Letter, all material tenant improvement allowances, relocation allowances or other inducements due with respect to the current unexpired term of each Material Vornado Lease have been paid in full. As of June 30, 2016, except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, there are no other material Leasing Costs to be paid in the future with respect to any Material Vornado Leases. (fi) There Except as set forth on Section 3.15(i) of the Vornado Disclosure Letter, there are no Persons operating material Tax abatements or managing any Mortgaged Property other than exemptions specifically affecting the Borrower Vornado Included Properties, and the Management Company pursuant Vornado Included Entities have not received any written notice of (and the Vornado Included Entities do not have any knowledge of) any proposed increase in the assessed valuation of any of the Vornado Included Properties, except in each case for any such Taxes or assessment that have not had and would not reasonably be expected to have, individually or in the aggregate, a Vornado Material Adverse Effect. (j) Except for Vornado Permitted Liens, as set forth in Vornado Leases and title documents made available to the JBG Parties prior to the date hereof or as would not reasonably be expected to have, individually or in the aggregate, a Vornado Material Adverse Effect and except as set forth on Section 3.15(j) of the Vornado Disclosure Letter, no Vornado Included Entity is a party to any (i) the management agreements delivered unexpired option to Administrative Agent as purchase agreements, rights of the Effective Datefirst refusal or first offer or any other rights to purchase or otherwise acquire any Vornado Included Property or any portion thereof that would materially adversely affect any Vornado Included Entity’s, ownership, ground lease or right to use a Vornado Included Property subject to a Material Vornado Lease, and (ii) such other management outstanding rights or agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledgeenter into any contract for sale, except as disclosed on the Current Survey no improvement ground lease or portion thereof, letter of intent to sell or ground lease any Vornado Included Property or any other part portion thereof that is owned by any Vornado Included Entity, which, in each case, is in favor of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, party other than for access provided pursuant a Vornado Included Entity. (k) No written unresolved claim has been made against any title insurance policy evidencing title insurance with respect to a recorded easement Vornado Included Property which, individually or other right in the aggregate, would be material to such Vornado Included Property. (l) Schedule B accurately states the outstanding principal amount of way establishing the right Indebtedness secured by each Vornado Included Property as of such accessthe applicable Valuation Date. (m) Newco and Newco OP do not directly own any real or personal property.

Properties. (a) Subject to Liens permitted by Section 6.01, each 5.10(a) of the Borrower REIT II Disclosure Letter lists the REIT II Properties, and its Subsidiaries has sets forth the REIT II Party or applicable REIT II Subsidiary owning such property. Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports) copies of which policies and reports were made available for review to REIT I: (A) REIT II or a REIT II Subsidiary owns fee simple title to, or a valid leasehold interests interest in, all its real the REIT II Properties, free and personal property material to its businessclear of Encumbrances, except for minor defects Permitted Encumbrances; (B) except as would not, individually or in title the aggregate, have a REIT II Material Adverse Effect, neither REIT II nor any REIT II Subsidiary has received written notice of any violation of any Law affecting any portion of any of the REIT II Properties issued by any Governmental Authority; and title defects disclosed (C) except as would not, individually or in the aggregate, have a REIT II Material Adverse Effect, neither REIT II nor any REIT II Subsidiary has received notice to Lenders the effect that do not interfere there are (1) condemnation or rezoning proceedings that are pending or threatened with its ability respect to conduct its business as currently conducted any of the REIT II Properties or to utilize such properties for their intended purposes(2) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the REIT II Properties or by the continued maintenance, operation or use of the parking areas. (b) Subject to REIT II has not received written notice of, nor does REIT II have any Knowledge of, any latent defects or adverse physical conditions affecting any of the property conditions reports obtained by REIT II Properties or the Borrower improvements thereon, except as would not, individually or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, have a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a REIT II Material Adverse Effect. (c) To each Credit Party’s actual knowledgeREIT II and the REIT II Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all franchisesmaterial personal property owned, licensesused or held for use by them. Neither REIT II’s, authorizationsnor the REIT II Subsidiaries’, rights ownership of useany such personal property is subject to any Encumbrances, governmental approvals and permits other than Permitted Encumbrances. (including all certificates d) A policy of occupancy and building permits) required to have title insurance has been issued for each REIT II Property insuring, as of the effective date of such insurance policy, (i) fee simple title interest held by Governmental Authority REIT II or the applicable REIT II Subsidiary and (ii) to enable all Real Property owned or leased by Borrower or any the Knowledge of its Subsidiaries to be operated as then being operated have been lawfully issued and REIT II, such insurance policies are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of and no material claim has been made against any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area policy that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent remains outstanding as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accessdate hereof.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business Except as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are would not reasonably likely be expected to have, individually or in the aggregate, a Material Adverse Effect. All watermaterial adverse effect on Company, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned Company or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any one of its Subsidiaries (i) has good and marketable title to be operated as then being operated have been lawfully issued all the properties and are in full force and effect, other than those which the failure to obtain assets reflected in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms Company Financial Statements as being owned by Company or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any one of its Subsidiaries or any part thereofacquired after the date thereof which are material to Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all claims, liens, charges, security interests or any proposed termination or impairment encumbrances of any parking nature whatsoever, except (except as contemplated in any approved expansion approved A) statutory liens securing payments not yet due or liens which are being properly contested by Administrative Agent), at any such owned Company or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any one of its Subsidiaries in good faith and by proper legal proceedings and for which adequate reserves related thereto are maintained on the Company Financial Statements, (B) such imperfections or any part thereof in lieu irregularities of condemnationtitle, claims, liens, charges, security interests, easements, covenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (C) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the Company Financial Statements (except such liens which have been satisfied or otherwise discharged in the aggregateordinary course of business since the date of the Company SEC Documents), are reasonably likely and (D) rights granted to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, any non-exclusive licensee of any Company Intellectual Property in the aggregateordinary course of business consistent with past practices (such liens, a Material Adverse Effectimperfections and irregularities in clauses (A), (iB), (C) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty(D), “Company Permitted Liens”), and (ii) no portion is the lessee of any Real Property owned all leasehold estates reflected in the Company Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased by Borrower or any of its Subsidiaries thereunder, and each such lease is located in a special flood hazard area as designated by any federal Government Authorities or any area identified valid without default thereunder by the insurance industry or other experts acceptable lessee or, to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To BorrowerCompany’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accesslessor.

Properties. (a) Subject to Liens permitted by Section 6.01, each of the Borrower and its Subsidiaries has title to, Except as would not have or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries: (i) no portion of any Real Property has good title to all the real property and tangible personal property reflected on the Audited Balance Sheet as being owned by the Company or leased by Borrower or any one of its Subsidiaries has suffered any material damage by fire or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice), free and clear of all Liens, except (A) statutory Liens for current Taxes or other casualty loss governmental charges not yet due and payable or the amount or validity of which has is being contested in good faith by appropriate proceedings, (B) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (C) other statutory liens securing payments not heretofore been completely repaired yet due, (D) purchase money Liens and restored Liens securing rental payments under capital lease arrangements, (E) such imperfections or irregularities of title, claims, liens, charges, security interests, easements, covenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (F) mortgages, or deeds of trust, security interests or other encumbrances on title related to its condition prior indebtedness reflected on the Audited Balance Sheet (or in the notes thereto), and (G) other Liens being contested in good faith in the ordinary course of business and which would not have or reasonably be expected to such casualtyhave, individually or in the aggregate, a Material Adverse Effect; and (ii) no portion is the lessee or sublessee of any Real Property owned all leasehold or subleasehold estates reflected in the latest Financial Statements or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties purported to be leased by Borrower or any of its Subsidiaries subleased thereunder, and each such lease or subleased is located in a special flood hazard area as designated by any federal Government Authorities or any area identified valid without material default thereunder by the insurance industry lessee or other experts acceptable sublessee or, to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To BorrowerCompany’s actual knowledge, except as disclosed on the Current Survey no improvement lessor or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such accesssublessor.

Properties. (a1) Subject to Liens permitted by Section 6.01, each The Company or one of the Borrower and its Subsidiaries has (i) good and marketable fee title toto the real property owned in fee by the Company or any of its Subsidiaries (collectively, or the "Owned Properties") and (ii) good and valid leasehold interests intitle or other occupancy right to the real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, the "Leased Properties") (the Owned Properties and Leased Properties being sometimes referred to herein collectively as the "Company Properties"), in each case free and clear of all its real options to purchase or lease (in the case of the Owned Properties), leases, subleases, rights of first offer, conditions of limitation, easements, Liens, covenants, rights-of-way and personal property material to its businessother restrictions (collectively, "Title Matters"), except for minor defects in title such Liens and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted Title Matters, which individually or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, do not have a Material Adverse Effect or which do not materially and adversely affect the current use or value of any Company Properties significant to the Company and its Subsidiaries taken as a whole. (2) Each agreement under which real property is leased, subleased or licensed to the Company or one of its Subsidiaries (collectively, the "Company Leases") is in full force and effect in accordance with its respective terms and the Company or one of its Subsidiaries is the holder of the lessee's or tenant's interest thereunder and there exists no default under any of the Company Leases by the Company or any of its Subsidiaries and no circumstance exists which, with the giving of notice, the passage of time or both could result in such a default, except for such matters or other circumstances which, individually or in the aggregate, do not have a Material Adverse Effect. All waterExcept as set forth in Section 3.14(b) of the Company Disclosure Schedule, gasthe consummation of the Merger or other transactions contemplated hereby does not violate the terms of any of the Company Leases, electricalother than violations, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned which individually or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are aggregate do not likely to have, in the aggregate, have a Material Adverse Effect. No improvement or portion thereof is dependent for its accessExcept as set forth in Section 3.14(b) of the Company Disclosure Schedule, operation or utility on there are no Company Leases subject to any landLien, building sublease, assignment, license or other improvement not included agreement granting to any third party any interest in such Company Lease or any right to the Real Property owned use or leased by occupancy of any Leased Property, except for any of the Borrower foregoing matters which, individually or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, do not have a Material Adverse Effect. (c3) To each Credit Party’s actual knowledge, Each of the Company and its Subsidiaries has all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required necessary to have been issued by Governmental Authority to enable all own or operate its Owned Real Property owned and Leased Real Property as currently owned, and, to the knowledge of the Company, no such permits will be required, solely as a result of the Merger or leased by Borrower or any of its Subsidiaries the other transactions contemplated hereby, to be operated as then being operated have been lawfully issued and are after the Closing in full force and effectorder to permit the Company following the Merger to continue to own or operate such Company Properties, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights permits the absence of use, governmental approvals and permits, which violation would not reasonably be expected to have a Material Adverse Effect. (d. Except as set forth in Section 3.14(b) None of the Credit Parties has received any notice or has any actual knowledgeCompany Disclosure Schedule, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or neither the Company nor any of its Subsidiaries or has received, with respect to any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Owned Real Property or Leased Real Property, any written notice of default or any written notice of noncompliance with respect to applicable federal, state, local and foreign laws and regulations relating to zoning, building, fire, use restriction or safety or health codes which have not been remedied in all respects which has a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened condemnation or other governmental taking of any sale or other disposition of any the Owned Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnationLeased Real Property, which in the aggregate, are reasonably likely to would have a Material Adverse Effect. (e) Except for events . All material buildings, structures, improvements and fixtures located on, under, over or conditions not reasonably likely to havewithin the Company Properties, in the aggregate, taken as a Material Adverse Effectwhole, (iA) no portion are in good operating condition and repair and are structurally sound and free of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, defects; and (iiB) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located are suitable, sufficient and appropriate in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e)all respects for their current and contemplated uses. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each All of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such estate properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower Company and each of its Subsidiaries as of the date hereof are listed in Section 3.01(q) of the Company Disclosure Schedule. Each such property that is leased by the Company or one of its Subsidiaries is designated as a leased property in Section 3.01(q) of the Company Disclosure Schedule. The Company has no direct or indirect ownership interest in any real property as of the date hereof other than the properties owned by the Company and its Subsidiaries and set forth in Sections 3.01(s) and 3.01(q) of the Company Disclosure Schedule. The Company and each of its Subsidiaries own fee simple or leasehold title (each as indicated in Section 3.01(q) of the Company Disclosure Schedule) to each of the real properties identified in Section 3.01(q) of the Company Disclosure Schedule (the "Company Properties"), free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title (collectively, "Encumbrances"), except for such Encumbrances as, individually and in the aggregate, could not reasonably be expected to have a Company MAE. Except for such of the following as, individually and in the aggregate, could not reasonably be expected to have a Company MAE, the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions"), except for (i) Encumbrances and Property Restrictions, (ii) Property Restrictions imposed or promulgated by Law or any governmental body or authority with respect to real property, including zoning regulations, that do not and as a consequence of the Merger will not adversely affect the current use of the property, materially detract from the value of or materially interfere with the present use of the property, (iii) Encumbrances and Property Restrictions disclosed on existing title policies, commitments (and the documents listed as exceptions therein), reports, certificates of title, title opinions or current surveys (in each case copies of which title policies, commitments (and the documents listed as exceptions therein), reports and surveys have been, or will be prior to the Closing, delivered or made available to RECO), and (iv) mechanics', carriers', supplier's, workmen's or repairmen's liens and other Encumbrances, Property Restrictions and other limitations of any kind, if any, which, individually or in the aggregate, are not material in amount, do not and as a consequence of the Merger will not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, and do not and as a consequence of the Merger will not otherwise materially impair business operations conducted by the Company and its Subsidiaries and which have arisen or been incurred only in the ordinary course of business. Except for such of the following as, individually and in the aggregate, could not reasonably be expected to have a Company MAE, valid policies of title insurance have been issued insuring the Company's or its Subsidiariesapplicable Subsidiary's fee simple (or leasehold to the extent disclosed in Section 3.01(q) of the Company Disclosure Schedule) title to each of the Company Properties in amounts at least equal to the purchase price thereof or, other than if acquired through merger, the stipulated value thereof, and such policies are, at the date hereof, in full force and effect and no claim has been made against any such policy and the Company has no knowledge of any facts or circumstances which would constitute the basis for access provided pursuant such a claim. Except for such of the following as, individually and in the aggregate, could not reasonably be expected to have a recorded Company MAE, (A) no certificate, permit or license from any governmental authority having jurisdiction over any of the Company Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals buildings and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or improvements on any of its Subsidiaries the Company Properties as currently operated or which is necessary to be operated as then being operated have permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the Company Properties (a "REA Agreement") has not been lawfully issued obtained and are is not in full force and effect, other than those and there is no pending threat of modification or cancellation of any of same nor is the Company or any of its Subsidiaries currently in default under any REA Agreement and the Company Properties are in full compliance with all governmental permits, licenses and certificates, except for such defaults which the failure to obtain in the aggregate or where such noncompliance could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. Company MAE; (dB) None no written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any of the Credit Parties Company Properties has received been issued by any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or governmental authority; (C) there are no material structural defects relating to any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking the Company Properties; (except as contemplated D) there is no Company Property whose building systems are not in working order in any approved expansion approved by Administrative Agent)material respect; and (E) there is no physical damage to any Company Property in excess of $750,000 for which there is no insurance in effect (other than reasonable and customary deductibles) covering the full cost of the restoration. Except for such of the following as, at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which individually and in the aggregate, are could not reasonably likely be expected to have a Material Adverse Effect. (e) Company MAE, the use and occupancy of each of the Company Properties complies in all material respects with all applicable codes and zoning laws and regulations, and the Company has no knowledge of any pending or threatened proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or access to any of the Company Properties, with such exceptions as are not material and do not interfere with the use made and proposed to be made of such Company Properties. Except for events or conditions not reasonably likely to havesuch of the following as, individually and in the aggregate, could not reasonably be expected to have a Material Adverse EffectCompany MAE, (i) no portion of any Real Property owned or leased by Borrower or neither the Company nor any of its Subsidiaries has suffered received any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable written notice to the Administrative Agent as an area effect that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (fx) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereofbetterment assessments have been levied against, or any other part condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties or (y) any Mortgaged Propertyzoning, building or similar law, code, ordinance, order or regulation is dependent for its accessor will be violated by the continued maintenance, operation or utility use of any buildings or other improvements on any landof the Company Properties or by the continued maintenance, building operation or use of the parking areas. Except for such of the following as, individually and in the aggregate, could not reasonably be expected to have a Company MAE, following a casualty, each of the Company Properties could be reconstructed and used for hotel purposes under applicable zoning laws and regulations, except that in certain circumstances such reconstruction would have to comply with the dimensional requirements of applicable zoning laws and regulations in effect at the time of reconstruction. Except as otherwise could not reasonably be expected to have a Company MAE, there are no outstanding abatement proceedings or appeals with respect to the assessment of any Company Property for the purpose of real property taxes, and there are no agreements with any governmental authority with respect to such assessments or tax rates on any Company Property. None of the Company Properties is subject to any contractual restriction on the sale or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement disposition thereof or other right on the financing or release of way establishing the right of such accessfinancing thereon.

Properties. Except as disclosed on Part A of SCHEDULE 3.19, Eldorado does not hold title to or a beneficial interest in any real property other than OREO. The only real properties leased or otherwise occupied by or in the possession of Eldorado (a) Subject excluding OREO and property occupied only as lender in possession, in each case provided that Eldorado is conducting no business in such property, and excluding the owned properties disclosed on Part A of SCHEDULE 3.19), are those properties identified on Part B of SCHEDULE 3.19. Eldorado has good and valid title to Liens permitted by Section 6.01, each all of the Borrower tangible personal property and assets which are used in the operation of its Subsidiaries business and which it owns or purports to own, and has good and valid title to, or valid to all of the leasehold interests in, in all its leases of real and or personal property material which it leases or purports to its businesslease, except for minor defects in title including all personal property, leasehold interests and title defects disclosed to Lenders that do not interfere with its ability to conduct its business other assets reflected as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lesseeapplicable, by Eldorado in the Most Recent Financial Statements (except in each case for assets disposed of since the Most Recent Balance Sheet Date in the ordinary course of business consistent with past practice), in each case free and clear of any Credit Partyliens, includingencumbrances or other imperfections of title other than such liens, without limitationencumbrances or imperfections as (a) are reflected, reserved against or otherwise disclosed in the roofs and structural elements thereof and the heatingMost Recent Financial Statements, ventilation(b) arise out of Taxes not yet due or payable, air conditioningor (c) relate to immaterial properties or assets or otherwise could not, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None . Eldorado enjoys peaceful and undisturbed possession of the Credit Parties has received any notice applicable leased asset under all leases of real or has any actual personal property under which it is operating or to which it is a party. All of such leases are valid, subsisting and in full force and effect and there are no existing defaults or events which, with the passage of time or the giving of notice, or both, would constitute defaults by Eldorado or, to Eldorado's knowledge, of by any pendingother party thereto, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereofexcept for such defaults, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnationif any, which could not, individually or in the aggregate, are reasonably likely be expected to have a Material Adverse Effect. (e) Except for events . All items of real or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property personal property owned or leased used by Borrower or any of its Subsidiaries has suffered any Eldorado and material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition prior business have been properly maintained and, to such casualtyEldorado's Knowledge, are in good operating order and (ii) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e)repair. (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent as of the Effective Date, and (ii) such other management agreements in form and substance reasonably satisfactory to the Administrative Agent. To Borrower’s actual knowledge, except as disclosed on the Current Survey no improvement or portion thereof, or any other part of any Mortgaged Property, is dependent for its access, operation or utility on any land, building or other improvement not included in such Mortgaged Property, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access.

Properties. (a) Subject to Liens permitted by Section 6.01, each The Earlychildhood Disclosure Schedule sets forth a list of the Borrower and its Subsidiaries has title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title and title defects disclosed to Lenders that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) Subject to the property conditions reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property, all components of all improvements included within the Real Property owned or leased, as lessee, by any Credit Party, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, subject to such exceptions which are not reasonably likely to have, in the aggregate, a Material Adverse Effect. All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by any Credit Party are installed and operating and are sufficient to enable the Real Property to continue to be used and operated in the manner currently being used and operated, and no Credit Party has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the furnishing thereof, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. No improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property owned or leased by the Borrower or its Subsidiaries, other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (c) To each Credit Party’s actual knowledge, all franchises, licenses, authorizations, rights of use, governmental approvals and permits (including all certificates of occupancy and building permits) required to have been issued by Governmental Authority to enable all Real Property owned or leased by Borrower or any of its Subsidiaries to be operated as then being operated have been lawfully issued and are in full force and effect, other than those which the failure to obtain in the aggregate could not be reasonably expected to have a Material Adverse Effect. No Credit Party is in violation of the terms or conditions of any such franchises, licenses, authorizations, rights of use, governmental approvals and permits, which violation would reasonably be expected to have a Material Adverse Effect. (d) None of the Credit Parties has received any notice or has any actual knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof, or any proposed termination or impairment of any parking (except as contemplated in any approved expansion approved by Administrative Agent), at any such owned or leased Real Property or of any sale or other disposition of any Real Property owned or leased by Borrower or any of its Subsidiaries or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (e) Except for events or conditions not reasonably likely to have, in the aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by Borrower or any of its Subsidiaries has suffered any all material damage by fire or other casualty loss leases to which has not heretofore been completely repaired and restored to its condition prior to such casualty, and (ii) no portion of any Real Property owned or leased by Borrower Earlychildhood or any of its Subsidiaries is located in a special flood hazard area party as designated by any federal Government Authorities or any area identified by the insurance industry or other experts acceptable to the Administrative Agent as an area that is a high probable earthquake or seismic area, except as set forth on Schedule 3.05(e). (f) There are no Persons operating or managing any Mortgaged Property other than the Borrower and the Management Company pursuant to (i) the management agreements delivered to Administrative Agent lessee as of the Effective Datedate hereof (the "Earlychildhood Lease Agreements"), setting forth in the case of any such lease covering real property, the location of such real property, and (ii) such other management agreements in form all material real properties owned by Earlychildhood or any of its Subsidiaries as of the date hereof (the "Earlychildhood Owned Real Property"). To the knowledge of Earlychildhood, each of Earlychildhood and substance reasonably satisfactory its Subsidiaries has good and marketable titled to the Administrative Agent. To Borrower’s actual knowledgeEarlychildhood Owned Real Property and a valid and binding leasehold interest in each of the properties that is the subject of an Earlychildhood Lease Agreement, free and clear of all Encumbrances, except as disclosed for (i) any Encumbrances reflected in the Earlychildhood Financial Information and the Earlychildhood Disclosure Schedule; (ii) any Encumbrances which, individually or in the aggregate, are not reasonably likely to have an Earlychildhood Material Adverse Effect; (iii) zoning laws and other land use restrictions that do not impair the present or anticipated use or occupancy of the property subject thereto, (iv) any Encumbrances for taxes, assessments and other governmental charges not yet due and payable or due but not delinquent or due and being contested in good faith; (v) any mechanics' workmen's, repairmen's, warehousemen's, carrier's or other similar liens and encumbrances arising in the ordinary course of business consistent with past practice or being contested in good faith and (vi) any Encumbrances which are matters of public record or are shown by a current title report and reflected on the Current Survey no improvement or portion thereofEarlychildhood Disclosure Schedule (clauses (i) through (vi) above collectively referred to herein as "Earlychildhood Permitted Encumbrances"). (b) None of Earlychildhood and its Subsidiaries is in default under any of the Earlychildhood Lease Agreements, or any other part of any Mortgaged Property, is dependent except for its access, operation or utility on any land, building or other improvement such defaults which have not included in such Mortgaged Property, other than for access provided pursuant had and are not reasonably likely to a recorded easement or other right of way establishing the right of such accesshave an Earlychildhood Material Adverse Effect.