Common use of Properties Clause in Contracts

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).

Properties. As (a) The title reports identified in the Disclosure Schedule list all real property owned (the "Owned Property") or leased as lessor or lessee (the "Leased Property" and collectively with the Owned Property, the "Property") by the Company. (b) Except as stated in the Disclosure Schedule, none of the Initial Borrowing DateProperty is subject to any purchase options, rights of first refusal or other preferential purchase rights. (c) The Leased Property has been leased by the Company on the terms and conditions stated in the lease and amendments identified in the Disclosure Schedule. All obligations towards the lessors arising from the lease agreements referred to before have been complied with in all material respects. There are no disputes regarding those agreements pending or, to the knowledge of the Company, threatened. (d) To the best of the Company's knowledge, except as set forth on the Disclosure Schedule, no adjacent buildings or improvements extend across the boundaries of the Owned Property and no buildings or improvements forming part of the Owned Property extend onto any adjacent sites. (e) Other than properties in the Triad Business Park which have been sold, the Company has not owned or leased any Property except the Property. (f) The Disclosure Schedule 9.05(a) sets forth contains a true, correct and complete list of all Owned Real Property leases, subleases, tenancies, licenses and Leased Real Property other rights of each Credit Party occupancy or use for all or any portion of any Property, and all guarantees and other agreements in respect thereof, all as amended, renewed and extended to the date thereof, whether oral or written (other than Target and its Subsidiariesthe "Leases"). (g) and Schedule 9.05(b) sets forth The Company has heretofore delivered to Acquisition a true, correct and complete list copy of all Owned Real Property and Leased Real Property each Lease (or written summary thereof in the case of Target and its Subsidiaries which are expected to become Credit Parties on or after oral Leases). (h) Each current tenant (the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a"Tenant") (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effectactual possession of its leased premises. No Rents violate any applicable law. For purposes of this Section 5, the term "Rents" is defined to mean the basic, and (b) additional and percentage rents, all pass-throughs of taxes, expenses or other items, and all other sums payable by the Tenant to the knowledge of lessor (including, without limitation, utility charges) during the Borrower original and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)renewal terms thereof.

Properties. As None of the Initial Borrowing Date, Acquired Corporations has ever owned any real property. Section 3.19 of the Company Disclosure Schedule 9.05(a) sets forth a correct true and complete list of all Owned Leased Real Property and Property, each of which has been made available to Parent. All leases for Leased Real Property to which an Acquired Corporation is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms. To the Company’s Knowledge, no parcel of Leased Real Property is subject to any written decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefore, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Other than as set forth in Schedule 3.19 of the Company Disclosure Schedule, each Credit Party of the Acquired Corporations has good and marketable leasehold title to all Leased Real Property, and good and marketable title to, or a valid leasehold interest in, all of its tangible personal properties and assets reflected in the Company’s most recent 10-Q filed with the SEC or acquired after March 29, 2015 (other than Target assets disposed of since March 29, 2015 the ordinary course of business), in each case free and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list clear of all Owned Real Property Liens. The tangible personal property and Leased Real Property assets of Target the Acquired Corporations are in good operating condition and its Subsidiaries which in a state of good maintenance and repair, ordinary wear and tear excepted, are expected to become Credit Parties on or after operated in accordance with all applicable licenses, Permits, consents and governmental authorizations, and are usable in the Merger Closing Date. Except regular and ordinary course of business, except as could would not reasonably be expected to have a Company Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as expressly set forth on Schedule 9.05(a) in the leases, subleases or (b)occupancy agreements, each the Acquired Corporations are not required, upon the expiration or earlier termination of the Credit Parties has good title leases, subleases and occupancy agreements, to all of its Owned Real Property and remove improvements, alterations or additions installed in the premises other than the Acquired Corporations’ personal property and valid leasehold interests in (furniture. None of the Acquired Corporations have any legal obligation, absolute or contingent, to any other Person to sell or otherwise has the right to use), all dispose of any of its Leased Real Property, tangible personal properties or assets with an individual value in each case as is necessary to the conduct excess of its business $100,000 or an aggregate value in the ordinary course, free excess of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)$500,000.

Properties. (a) As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).

Properties. As (a) Section 3.8(a)(i) of the Initial Borrowing Date, Acquired Company Disclosure Schedule 9.05(a) sets forth a correct true and complete list of all of the material machinery, equipment, vehicles and other tangible personal property owned or leased by the Acquired Companies, all Real Property Interests owned by the Acquired Companies (the “Owned Real Property Interests”) and all Real Property Interests leased or subleased by the Acquired Companies (the “Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of Interests”). The Acquired Companies, individually or together, have indefeasible title to all Owned Real Property and Interests, valid leasehold interests in the case of Leased Real Property Interests, and good and marketable title or valid leasehold interests in and to all other properties, in each case listed in Section 3.8(a)(i) of Target the Acquired Company Disclosure Schedule or otherwise owned or held by them (all such interests and its Subsidiaries which properties, including those listed in Section 3.8(a)(i) of the Acquired Company Disclosure Schedule, collectively, the “Assets”), in each case free and clear of all Title Defects. To Seller’s Knowledge, there are expected no assessments against the Assets for public improvements. As of the date of this Agreement, there has been no actual or, to become Credit Parties on Seller’s (b) The Assets constitute all of the assets, rights, interests and properties, tangible or intangible, real or personal, that are used or necessary for use in connection with the operation of the Business consistent with past practice and as currently operated or conducted by the Acquired Companies. The personal property owned or leased by the Acquired Companies is sufficient to enable them to conduct their Businesses as currently operated or conducted. There are no preferential or similar rights to purchase any of the Assets except as set forth in Section 3.8(b) of the Acquired Company Disclosure Schedule. (c) No Seller Party nor any Acquired Company has received any notice of any adverse claim to title to any Assets or has received any notice of default under or termination of, or is in default under, the terms of any leases, subleases, Easements or rights of way with respect to any Assets that constitute Real Property Interests, in any such case that might result in an impairment or loss of title to such Assets or the value thereof or that has or would hinder or impede the operation of the Assets of any Acquired Company or adversely affect the ability of the Acquired Companies to own and operate their Assets from and after the Merger Closing Date. Except in the ordinary course of business as could conducted by the Acquired Companies prior to Closing, except for such adverse claims, defaults or terminations, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse EffectEffect on the Acquired Companies. (d) The Assets that are tangible personal property are in good operating and working order, as repair and condition, subject to ordinary wear and tear. (e) True and complete copies of the Initial Borrowing Date (a) all (i) deeds and other instruments by which each of such Leases listed on Schedule 9.05(a) and Acquired Company acquired the Owned Real Property Interests owned by it, (ii) each existing surveys, title insurance policies, title insurance abstracts and other evidence of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property Interests in the possession of such Acquired Company or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof any Seller Party and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of leases and subleases covering the Leased Real Property listed on Interests or other leased or subleased Assets have been made available to the General Partner and Buyer. (f) Section 3.8(f) of the Acquired Company Disclosure Schedule 9.05(a) is leased by CFL then contains a true and complete list of all of the leases, subleases, assignments thereof and other instruments, agreements and arrangements pursuant to which any Acquired Company leases, sublets or otherwise demises any real property, whether surface, mineral or both, to any other Person (all said instruments, agreements and arrangements being hereinafter referred to as “Out Leases” and such real property as the “Out Leased Real Property shall automatically Interests”). True and complete copies of all of the Out Leases (including all amendments thereto and all instruments in any way modifying any thereof) have heretofore been made available to the General Partner and Buyer. All of the Out Leases are valid and in full force and effect in accordance with their terms. There are no existing defaults by any party under any of the Out Leases, nor, to Seller’s Knowledge, has any event occurred which, with notice or the passage of time or both, would constitute a default by any party under any of the Out Leases. (g) Except as set forth in Schedule 3.8(g) of the Acquired Company Disclosure Schedule, none of the Acquired Companies nor any Seller Party has received any written notice or, to Seller’s Knowledge, any other communication of claims that any lessee of any Acquired Company or any contract miner for any such lessee has mined any coal that it did not have the right to mine or mined any coal in such reckless and imprudent fashion as to give rise to any claims for loss, waste or trespass; and, to Seller’s Knowledge, no facts exist upon which a claim could be deemed removed from Schedule 9.05(a)based, except for claims, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies. (h) Seller has made available to the General Partner and Buyer the most recent complete and correct version of each of the following items to the extent such items are (i) in the possession or under the control of any Acquired Company or Seller Party, (ii) relate to or affect the Real Property Interests or the Out Leased Real Property Interests, including the coal reserves, coal ownership, mining conditions, mines, mining plans, property Tax bills and filings of property Tax forms of each Acquired Company and (iii) relevant to the conduct of the Business: geological data, reserve data, existing mine maps, surveys, core hole logs and associated data, coal measurements, coal samples, lithologic data, coal reserve calculations or reports, washability analyses or reports, mine plans, mining permit applications and supporting data, engineering studies and all other books and records, information, maps, reports and data.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each Except as set forth on Schedule 4.8(a) of such Leases the Seller Disclosure Letter, the XxXxxx Partnerships or the Seller Subsidiaries own good and insurable fee simple title (or, with respect to those real properties listed on Schedule 9.05(a4.8(a) of the Seller Disclosure Letter as being leasehold interests, own good and valid leasehold estates) to each of the real properties identified on Schedule 4.8(a) of the Seller Disclosure Letter (the "XxXxxx Partnership Properties"), which are all of the real estate properties owned by them as of the date of this Agreement, and no other person has any ownership interest in the XxXxxx Partnership Properties or any contract, option, right of first refusal or other agreement to purchase any XxXxxx Partnership Property or any part thereof, except as set forth on such Schedule 4.8(a) or otherwise provided in this Agreement. As of the date of this Agreement, Schedule 4.8(a) of the Seller Disclosure Letter contains a list of the latest surveys and owner's title policies obtained by Sellers with respect to each of the XxXxxx Partnership Properties, true and complete copies of which surveys and title policies have been made available to the Company. Each of the XxXxxx Partnership Properties is owned by the XxXxxx Partnerships or the Seller Subsidiaries, free and clear of all Liens, mortgages or deeds of trust, security interests or other encumbrances on title (collectively, "Encumbrances") and is not subject to any rights of way, easements, restrictive covenants, (i) Property Restrictions and Encumbrances disclosed on the title commitments attached to the letter agreement between Lawyer's Title Insurance Corporation and Arent Fox Xxxxxxx Xxxxxxx & Xxxx PLLC, dated as of June 23, 1999 (such title commitments, as marked, together with such letter agreement, the "Title Commitments"), or of which the Company has knowledge (other than the Other Items, matters disclosed by new surveys of a XxXxxx Partnership Property obtained by the Company after June 1, 1999 (unless such matters were specifically and expressly disclosed by, and were readily and directly apparent from, the existing surveys referenced on Schedule 4.8(a)), matters marked "omit", "delete" or otherwise noted as being required to be omitted or satisfied on the Title Commitments, and matters identified as the "Task List" (excluding the matters listed on Schedule A to the Task List) on Schedule 4.8(a) of the Seller Disclosure Letter); (ii) each Property Restrictions imposed or promulgated by law or any Governmental Entity with respect to real property, including zoning regulations, which would not materially and adversely affect the continued use or value of any XxXxxx Partnership Property as it is being used as of the date of this Agreement; (iii) mechanics', carriers', workmen's and repairmen's liens, which are being contested in good faith, have heretofore been bonded or which, individually or in the aggregate, do not exceed one hundred thousand dollars ($100,000); (iv) Property Restrictions and Encumbrances which (A) could not reasonably preclude the continued use of such XxXxxx Partnership Property as it is being used as of the date of this Agreement or (B) could not reasonably materially and adversely affect the value of such XxXxxx Partnership Property as it is being used as of the date of this Agreement; (v) Taxes that are not yet delinquent; (vi) as of the date of this Agreement, the Existing Loans; and (vii) as of the Closing Date, the Non-Terminated Loans. (ii) Schedule 4.8(a) of the Seller Disclosure Letter contains a true and complete list of all of the ground leases and subleases listed on Schedule 9.05(baffecting the XxXxxx Partnership Properties (the "Ground Leases"). To the Knowledge of Sellers, in each case, is valid and enforceable in accordance with its terms and such Ground Lease is in full force and effect, and (bhas not been modified or amended in any way except by a document listed in Schedule 4.8(a) to the knowledge of the Borrower Seller Disclosure Letter. Each of Sellers and the other Credit Parties, no default by any party to any its Seller Subsidiaries has fully performed all of their material obligations under such Lease, lease or sublease existsGround Leases. Except as set forth on Schedule 9.05(a4.8(a) of the Seller Disclosure Letter, neither any of Sellers nor any of the Seller Subsidiaries has received any written notice of any default by it, as tenant, under any Ground Lease and, to the Knowledge of Sellers, there is no fact or circumstance which, with the giving of notice or the passage of time, would result in a material default under such Ground Lease. (b) Except for Permitted Restrictions and Encumbrances, except as disclosed on Schedule 4.8(b) or 4.8(o) of the Seller Disclosure Letter or in the documents referenced in such Schedule 4.8(b) or 4.8(o) and except as otherwise set forth in the most recent capital expenditure budget of the XxXxxx Partnerships, true and complete copies of which have been made available to the Company: (bi) there is no certificate, permit or license from any Governmental Entity having jurisdiction over the XxXxxx Partnership Properties, and there is no agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on the XxXxxx Partnership Properties as they are being used as of the date of this Agreement, or which is necessary to permit the lawful use and operation of all driveways, roads and other means of lawful egress and ingress to and from the XxXxxx Partnership Properties, that has not been obtained and is not in full force and effect, and there is no pending threat of modification or cancellation thereof, except where the failure to obtain the same would not have a Seller Material Adverse Effect or prevent the consummation by any Seller of the transactions contemplated by this Agreement and the other Transaction Documents to which such Seller is a party; (ii) to the Knowledge of Sellers, all of the XxXxxx Partnership Properties have sufficient parking that complies with all laws and that is part of the XxXxxx Partnership Properties; (iii) none of Sellers or the Seller Subsidiaries has received any written notice of any violation of any federal, state or municipal Law issued by a Governmental Entity materially and adversely affecting any portion of any XxXxxx Partnership Property; (iv) to the Knowledge of Sellers, except for Known Defects, there are no structural defects relating to any individual XxXxxx Partnership Property which would cost more than twenty thousand dollars ($20,000) to repair or which, individually or in the aggregate, would have a Seller Material Adverse Effect; (v) to the Knowledge of Sellers, except for Known Defects, there are no individual XxXxxx Partnership Properties whose building systems and fixtures are not in working order and repair and which would cost more than twenty thousand dollars ($20,000) to repair or which, individually or in the aggregate, would have a Seller Material Adverse Effect; (vi) there is no physical damage to any XxXxxx Partnership Property for which there is no insurance in effect covering the cost of restoration, except for such physical damage that would not have a Seller Material Adverse Effect; and (vii) each XxXxxx Partnership Property is an independent property that does not rely on any facilities (other than public facilities and public roads) located on any property not included in such XxXxxx Partnership Property to fulfill any requirement of any Governmental Entity or for the furnishing to such XxXxxx Partnership Property of any essential building systems or utilities, except for any such reliance for which such XxXxxx Partnership Property has a legal or equitable right with respect thereto. (c) Except for Permitted Restrictions and Encumbrances and except as disclosed on Schedule 4.8(a) or 4.8(c) of the Seller Disclosure Letter or in the documents referenced in such Schedule 4.8(a) or 4.8(c), none of the XxXxxx Partnerships has received written notice to the effect that there are, and, to the Knowledge of Sellers, there are no, (i) condemnation or rezoning proceedings that are pending or threatened with respect to the XxXxxx Partnership Properties that would have a Seller Material Adverse Effect or (ii) any zoning, building or similar laws, codes, ordinances, orders or regulations or condition or agreements contained in any easement, restrictive covenant or any similar instrument or agreement affecting any XxXxxx Partnership Property that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on the XxXxxx Partnership Properties or by the continued maintenance, operation or use of the parking areas where such violation would have a Seller Material Adverse Effect. Except for Known Defects and except as disclosed on Schedule 4.8(a) or 4.8(c) of the Seller Disclosure Letter, in the documents referenced in such Schedule 4.8(a) or 4.8(c) or in the Seller Statements (including the notes thereto) or the Subsidiary Financial Statements (including the notes thereto) made available to the Company or contained in Seller SEC Documents filed prior to the date hereof, or except as would not have a Seller Material Adverse Effect, all work to be performed, payments to be made and actions to be taken by Sellers or the Seller Subsidiaries prior to the date of this Agreement pursuant to any agreement entered into with a Governmental Entity in connection with a site approval, zoning reclassification or similar action relating to any XxXxxx Partnership Property (e.g., Local Improvement District or Road Improvement District, but excluding any such approval, reclassification or action relating to environmental matters) or as required as a condition to the issuance of any building permit, certificate of occupancy or zoning variance relating to any XxXxxx Partnership Property (e.g., off-site improvements or services or zoning proffers), has been performed, paid or taken, as the case may be, and, to the Knowledge of Sellers, there is no planned or proposed work, payments or actions that may be required after the date of this Agreement pursuant to such agreements. (d) As of the date hereof, to the Knowledge of Sellers, other than Permitted Restrictions and Encumbrances, there are no Encumbrances or defects in title to any XxXxxx Partnership Property or any matters affecting title to, or ownership of, the XxXxxx Partnership Properties which would materially and adversely affect the continued use or value of the XxXxxx Partnership Properties as they are being used as of the date of this Agreement. (e) Except as disclosed on Schedule 4.8(e) of the Seller Disclosure Letter, (i) as of the date hereof, valid policies of title insurance (the "Title Insurance Policies") have been issued insuring the applicable XxXxxx Partnership's or Seller Subsidiary's fee simple (or ground leasehold, as applicable) title to each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests XxXxxx Partnership Properties in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary amounts at least equal to the conduct of its business purchase price thereof paid by such Seller or Seller Subsidiary or their respective predecessor, (ii) the Title Insurance Policies are in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(bfull force and effect and (iii) was owned by an Excluded Subsidiary as of the Initial Borrowing Datedate hereof, to the Knowledge of Sellers, no claim has been made against any Title Insurance Policy. (f) Each of the rent rolls for each XxXxxx Partnership Property as set forth in Schedule 4.8(f) of the Seller Disclosure Letter dated as of May 1999 (except for a date otherwise indicated therein) and each of the updated rent rolls to be made available to the Company within 15 days prior to the estimated Closing Date (each, a "Rent Roll") is true, complete and accurate as of its date. (g) Sellers have made available to the Company true, complete and accurate copies of all leases for space as of the date of this Agreement in the XxXxxx Partnership Properties identified on Annex E hereto as "Commercial Properties" (the "Commercial Leases"), and all amendments, modifications and supplements thereto through to the date hereof. Sellers have made available to the Company true, complete and accurate copies of (i) all Commercial Leases as of the date of this Agreement and (ii) the form of lease for leases for space as of the date of this Agreement in the XxXxxx Partnership Properties not identified on Annex E hereto as "Commercial Properties" (the "Residential Leases" and, together with the Commercial Leases, the Borrower shall notify "Leases"). As of the Administrative Agent date of same each Rent Roll, there are no Leases not shown on such Rent Roll, and, to the Knowledge of Sellers, except for Permitted Restrictions and Encumbrances, as of the date of each Rent Roll no third party has any occupancy or use rights with respect to any XxXxxx Partnership Properties except pursuant to the Leases shown on such Owned Real Property and/or Leased Real Property shall automatically Rent Roll. As of the date of the Rent Roll, except as set forth on Schedule 4.8(g) of the Seller Disclosure Letter, all Leases shown on the Rent Roll are in full force and effect, each tenant has commenced paying rent thereunder, and all construction and other obligations of the landlord to be deemed removed from Schedule 9.05(b) effective performed as of the date hereof and in connection with the commencement of each Lease have been performed in full, except where the failure to be in full force or effect, the failure to commence payment of rent or to perform such obligations would not have a Seller Material Adverse Effect. (iiih) if it comes to the knowledge Except as set forth on Schedule 4.8(h) of the Borrower within five Business Days Seller Disclosure Letter, as of the Initial Borrowing Date that date specified in such Schedule 4.8(h), no tenant is in default under its Lease for failure to pay rent or other sums when due under its Lease. To the Knowledge of Sellers, except as set forth on Schedule 4.8(h) of the Seller Disclosure Letter, no tenant is in default under its Lease which default would have a Seller Material Adverse Effect. To the Knowledge of Sellers, as of the date of each Rent Roll, no tenant thereunder is entitled to any free rent, rebate, rent concession, deduction or offset not set forth in the Leases or not otherwise approved as a Reimbursable Proposal. (A) No Seller nor any Seller Subsidiary has failed to perform its material obligations under any Lease, (B) no Seller nor any Seller Subsidiary has received any written notice of its default under any of the Leased Real Property listed Leases, and (C) except as set forth in the Leases, as of the date of each Rent Roll, no tenant thereunder is entitled to receive money, or any contribution from any Seller or any Seller Subsidiary, either in money or in kind, on account of the construction of any improvements, or setoff any amounts against its rental obligations, which has not otherwise been approved as a Reimbursable Proposal, except in the case of clauses (A), (B) and (C) as set forth on Schedule 9.05(a4.8(i) is leased by CFL then of the Seller Disclosure Letter or except where such Leased Real Property shall automatically be deemed removed from failure to perform, such default or such entitlement would not have a Seller Material Adverse Effect. Except as set forth on Schedule 9.05(a4.8(i) of the Seller Disclosure Letter, to the Knowledge of Sellers, there are no bankruptcy, reorganization, insolvency or similar proceedings pending against any tenants under Commercial Leases (the "Commercial Tenants"). (j) To the Knowledge of Sellers, as of the date of each Rent Roll, there are no verbal agreements with any tenant, and, to the Knowledge of Sellers, there are no parties in adverse possession of any part of any XxXxxx Partnership Property.

Properties. As (a) Section 5.16(a) (Part I) of the Initial Borrowing Date, Schedule 9.05(a) Parent Disclosure Letter sets forth a correct and complete list of all Owned Real Property and Leased Real Property the address of each Credit Party real property owned or leased (as lessee or sublessee), including ground leased, by Parent or any Parent Subsidiary as of the date of this Agreement (all such real property interests, together with all buildings, structures and other than Target improvements and its Subsidiariesfixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as a “Parent Property” and collectively referred to herein as the “Parent Properties”). Section 5.16(a) and Schedule 9.05(b(Part II) of the Parent Disclosure Letter sets forth a correct and complete list of all Owned Real Property the address of each facility and Leased Real Property real property which, as of Target and its Subsidiaries the date of this Agreement, is under contract or signed letter of intent by Parent or a Parent Subsidiary for purchase by Parent or such Parent Subsidiary or which are expected is required under a binding contract to become Credit Parties on be leased or subleased by Parent or a Parent Subsidiary after the date of this Agreement. Immediately following the consummation of each of the ARCT IV Merger Closing Date. Except and the CapLease Merger, each of the properties indirectly acquired by Parent as could a result of the applicable transaction shall be deemed to be Parent Properties for purposes of this Section 5.16(a), and Parent will use commercially reasonable efforts to provide to the Company, within twenty (20) Business Days following the consummation of each such transaction, a supplement to Section 5.16(a) (Part I) of the Parent Disclosure Letter listing the properties indirectly acquired by Parent as a result thereof. (b) Parent or a Parent Subsidiary owns good and marketable fee simple title or leasehold title (as applicable) to each of the Parent Properties, in each case, free and clear of Liens, except for Parent Permitted Liens that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. For the purposes of this Agreement, as of the Initial Borrowing Date (a) “Parent Permitted Liens” shall mean any (i) each Liens relating to any Indebtedness incurred in the ordinary course of such Leases listed on Schedule 9.05(a) and business consistent with past practice, (ii) each Liens that result from any statutory or other Liens for Taxes or assessments that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of Parent (if such leases and subleases listed on Schedule 9.05(breserves are required pursuant to GAAP), (iii) Liens imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (iv) Liens that are disclosed on the existing Parent Title Insurance Policies made available by or on behalf of Parent, Merger Sub or any Parent Subsidiary to the Company prior to the date hereof and, with respect to leasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor, or sublessor, (v) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Liens imposed by Law and incurred in each case, the ordinary course of business consistent with past practice that are not yet subject to penalty or the validity of which is valid and enforceable being contested in accordance with its terms and is in full force and effectgood faith by appropriate proceedings, and (bvi) to any other Liens that do not materially impair the knowledge value of the Borrower applicable Parent Property or the continued use and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each operation of the Credit Parties has good title to all of its Owned Real applicable Parent Property as currently used and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)operated.

Properties. As 12.1 Prior to Completion, but subject to clause 12.4, the Seller shall procure that the Company is granted a lease in respect of each Real Property (or part of it, as the case may be) used by the Sky News Business as at the date of this agreement. 12.2 Each lease granted pursuant to clause 12.1 shall be in a form approved by the Purchaser, acting reasonably, but shall: (a) be for a term of not less than 15 years from Completion, with a contractual right to renew for a further 5 years from expiry of the Initial Borrowing Dateinitial term; (b) be on an arm’s length basis, Schedule 9.05(aon reasonable commercial terms and in a form appropriate to the jurisdiction in which the relevant Real Property is situated; (c) sets forth enable the Company to continue to use the relevant Real Property in the same manner as it is used by Sky News as at the date of this agreement; and (d) not impose any additional costs on the Company in respect of the relevant Real Property compared with the costs incurred by Sky News in relation to that Real Property in the period of 12 months immediately before Completion. 12.3 If any lease granted to the Company pursuant to clause 12.1 (or any right to occupy granted to the Company pursuant to clause 12.4(b)) relates to a correct Real Property (or part of it) which, as at the date of this agreement, forms part of a wider building or site that is used by both the Sky News Business and complete list the Non-Sky News Business, the Seller shall procure (on terms approved by the Purchaser, acting reasonably) that from Completion all appropriate rights, facilities services arrangements and other agreements are put in place at no cost to the Company (including in respect of all Owned any separation works) to reflect the principle that the Company may continue to use the relevant Real Property in the same manner as it is used by Sky News at the date of this agreement. 12.4 If the Seller is unable to comply with clause 12.1 as a result of a restriction or prohibition in a superior lease or other contract relating to the relevant Real Property in effect as at the date of this agreement or the Company is not in exclusive possession of the relevant Real Property or it would be otherwise impractical to grant a lease having regard to the configuration of the relevant Real Property and Leased Real Property of each Credit Party (all other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date circumstances: (a) if applicable, the Seller shall (iat no cost to the Company) each of such Leases listed on Schedule 9.05(a) use all reasonable and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, commercially prudent endeavours to procure that the restriction or prohibition is valid and enforceable waived or amended prior to Completion to allow a lease to be granted in accordance with its terms clauses 12.1 and is in full force and effect, and 12.2; and (b) to the knowledge of the Borrower and the other Credit Partiesif, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (bhaving complied with clause 12.4(a), each the Seller is unable to comply with clause 12.1 in respect of the Credit Parties has good title to all of its Owned a Real Property and personal property and valid leasehold interests in (or otherwise has part of it, as the case may be) used by Sky News at the date of this agreement, the Seller shall procure that the Company is granted a right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower occupy that any of the Owned Real Property (or Leased Real Property listed the relevant part of it) on Schedule 9.05(bterms approved by the Purchaser, acting reasonably, and otherwise consistent with clauses 12.2(a) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a12.2(d).

Properties. As (a) Each of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target Borrower and its SubsidiariesRestricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to their business (including its Mortgaged Properties), taken as a whole, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) and Schedule 9.05(b) sets forth a correct and complete list Each of all Owned Real Property and Leased Real Property of Target the Borrower and its Restricted Subsidiaries which are expected owns, or is licensed to become Credit Parties on use, all trademarks, trade names, copyrights, patents and other intellectual property material to their business, taken as a whole, and the use thereof by the Borrower and its Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or after in the Merger Closing Date. Except as aggregate, could not reasonably be expected to have result in a Material Adverse Effect. Schedule 3.05(b) sets forth a complete list of all trademarks, trade names, copyrights, patents and other intellectual property owned by the Borrower and its Restricted Subsidiaries as of the Initial Borrowing Effective Date that has been duly registered in, filed in or issued by the United States Patent and Trademark Office or the United States Copyright Office or any other appropriate office. (ac) (iSchedule 3.05(c) sets forth the address of each real property that is owned or leased by the Borrower or any of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge Subsidiaries as of the Effective Date. (d) As of the Effective Date, neither the Borrower and the other Credit Partiesnor any of its Subsidiaries has received notice of, no default by or has knowledge of, any party to pending or contemplated condemnation proceeding affecting any such Lease, lease Mortgaged Property or sublease existsany sale or disposition thereof in lieu of condemnation. Except as set forth on Schedule 9.05(a) or (b3.05(d), each none of the Credit Parties has good title Mortgaged Properties or any interest therein is subject to all any right of its Owned Real Property and personal property and valid leasehold interests in (first refusal, option or otherwise has the other contractual right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that purchase any of the Owned Real such Mortgaged Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)interest therein.

Properties. As (a) Section 2.15(a) of the Initial Borrowing DateSeller Disclosure Schedule contains a true, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and real property leased, subleased, or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Seller or any of its Subsidiaries in Boulder, Colorado, including the real property underlying the Boulder Facilities (collectively, including the improvements thereon, the “Leased Real Property Property”). With respect to each Leased Real Property, Section 2.15(a) of each Credit Party (other than Target and its Subsidiaries) and the Seller Disclosure Schedule 9.05(b) sets forth also contains a true, correct and complete list of all Owned Real Property Contracts under which the Seller or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant or occupant (each a “Boulder Lease”). Except as set forth in Section 2.15(a) of the Seller Disclosure Schedule, the Seller has heretofore made available to Purchaser true, correct and complete copies of the Boulder Leases (including all amendments and modifications thereto), including the Boulder Leases that relate to the Primary Boulder Facilities (the “Primary Boulder Leases”) and the Boulder Leases that relate to the Secondary Boulder Facilities (the “Secondary Boulder Leases”). (b) Except as set forth in Section 2.15(b) of the Seller Disclosure Schedule, the Transactions will not require notice to, or the approval or consent of, any third party to any of the Boulder Leases. (c) The Seller and/or its Subsidiaries have valid leasehold estates in all Leased Real Property free and clear of Target and all Liens, except Permitted Liens. (d) Other than the Boulder Leases, none of the Boulder Facilities is subject to any lease, sublease, license or other agreement pursuant to which the Seller or any of its Subsidiaries which are expected has granted to become Credit Parties on any other Person any right to the use, occupancy or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as enjoyment of the Initial Borrowing Date Boulder Facilities or any part thereof. (ae) (i) each of such The Boulder Leases listed on Schedule 9.05(a) are in full force and (ii) each of such leases effect and subleases listed on Schedule 9.05(b), in each case, is constitutes the valid and legally binding obligation of the Seller or its Subsidiaries, enforceable in accordance with its terms (subject to the Bankruptcy and is in full force and effectEquity Exception), and (b) there is no material default under the Boulder Leases either by the Seller or its Subsidiaries party thereto or, to the knowledge Knowledge of the Borrower and the other Credit PartiesSeller, no default by any other party thereto. (f) There does not exist any pending or, to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each the Knowledge of the Credit Parties has good title to all Seller, threatened condemnation or eminent domain proceedings that affect the Boulder Facilities. Neither the Seller nor any of its Owned Real Property and personal property and valid leasehold interests in (Subsidiaries has received any notice of the intention of any Governmental Authority or otherwise has the right other Person to use), all of its take or use any Leased Real Property. (g) There are no defects (patent or latent) or adverse physical conditions affecting the Boulder Facilities in any material respect. All facilities, plants, warehouses, structures and other buildings that make up the Boulder Facilities are adequately maintained and are in each case as is necessary to the conduct of its business good operating condition and repair in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)material respects.

Properties. As (a) Section 4.14(a) of the Initial Borrowing Date, Schedule 9.05(a) sets forth Company Disclosure Letter contains a correct true and complete list of all material real property owned by the Company and its Subsidiaries (the “Company Owned Real Property”). The Company and each of its Subsidiaries has good and valid title to, and with respect to real property owned by the Company or any of its Subsidiaries, insurable fee simple interest in, or valid license or leasehold interests in, all their respective properties and assets, in all material respects, except for Permitted Liens. All such properties and assets, other than properties and assets in which the Company or any of its Subsidiaries has a license or leasehold interest, are free and clear of all conditions, encroachments, easements, rights of way, restrictions and Liens, except for Permitted Liens. Except as set forth on Section 4.14(a) of the Company Disclosure Letter, the Company has furnished or made available to Parent prior to the date hereof copies of each deed for parcel of the Company Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all title insurance policies relating to the Company Owned Real Property in the possession or control of the Company. (b) The chart attached as Section 4.14(b) of the Company Disclosure Letter identifies each of the leases, site leases, subleases, and occupancy agreements in which either of the Company or its Subsidiaries has a leasehold interest, license or similar occupancy rights, whether as lessor or lessee (together with any material amendments thereto, each, a “Company Lease” and, collectively, the “Company Leases”; the property covered by Company Leases under which either the Company or its Subsidiaries is a lessee is referred to herein as the “Company Leased Real Property Property”; the Company Leased Real Property, together with the Company Owned Real Property, collectively being the “Company Property”). Each such Company Lease is in full force and effect and is a legal, valid, binding and enforceable obligation of Target the Company or a Subsidiary of the Company, as the case may be, and, to the knowledge of the Company, of the other party or parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law), and the Company and each of its Subsidiaries which are has complied with the terms of all Company Leases, except for such failures to be in full force and effect or to be in compliance that would not, individually or in the aggregate, be reasonably expected to become Credit Parties on have a Company Material Adverse Effect. The Company or after each respective Subsidiary of the Merger Closing Date. Except Company is in possession of the properties or assets purported to be leased under its respective leases, except as could would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company has provided to Parent true and complete in all material respects excerpts of all Company Leases under which the Company or its Subsidiaries is a lessee that contain (i) radius restrictions or non-compete provisions, (ii) restrictions on assignment, subletting or other transfer or (iii) restrictions on changes in the direct or indirect ownership of interests of the tenant. (d) None of the Company nor its Subsidiaries, nor their respective Affiliates, officers, directors, employees or consultants has leased, subleased, assigned, licensed or otherwise granted to any Person the right to use or occupy any material portion of the Company Property. Except for Permitted Liens, none of the Company Owned Real Property is subject to any option or other agreement granting to any Person or entity any right to obtain title to all or any portion of such property. (e) Except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower Company, all buildings, structures, fixtures, building systems and the other Credit Partiesequipment, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each and all components that are part of the Credit Parties has Company Property are in material compliance with all applicable Laws and are in good title to operating condition in all material respects and in a state of its Owned Real Property good and personal property working maintenance and valid leasehold interests repair in (or otherwise has all material respects, and are reasonably adequate and reasonably suitable for the right to use), all operation of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted LiensCompany’s business. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to To the knowledge of the Borrower that Company, there is no pending or written threat of condemnation or similar action affecting any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(bmaterial Company Property. (f) was owned by an Excluded Subsidiary as Section 4.14(f) of the Initial Borrowing DateCompany Disclosure Letter sets forth the true and correct in all material respects aging and valued cost of the Company’s retail inventory. Since February 2, 2013 through the date of this Agreement, the Borrower shall notify Company has purchased retail inventory in a manner consistent in all material respects with the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as ordinary past practices of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Company.

Properties. As All of the Initial Borrowing Date, real estate owned by the Trust (the "Trust Properties") is set forth in Schedule 9.05(a5.13. The Trust has made available to Lexington for inspection title insurance policies obtained by the Trust in connection with the acquisition of the Properties (the "Title Policies") sets forth a correct and complete list surveys ("Surveys") relating to the Trust Properties. The Trust has no knowledge of all Owned Real any encumbrance to title to any Trust Property and Leased Real or any survey matter affecting any Trust Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of matters listed in the title reports obtained by the Trust and delivered to Lexington with respect to such Leases listed on Schedule 9.05(a) and Trust Property (the "Title Reports"), (ii) each matters shown on the Survey with respect to such Trust Property, (iii) customary ordinances and regulations, including zoning ordinances and building codes, affecting building use or occupancy, none of such leases and subleases listed on Schedule 9.05(b)which are, in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower Trust, violated by the present use of the related Trust Property, (iv) matters listed in Schedule B of the Title Policies, and (v) matters disclosed in Schedule 5.13. Schedule 5.13 sets forth all of the Title Policies of the Trust relating to the Trust Properties and such policies are, at the date hereof, in full force and effect and no claims have been made against any such policies. To the knowledge of the Trust, except as set forth in Schedule 5.13, the Trust has obtained all certificates, permits and licenses from any governmental authority having jurisdiction over any of the Trust Properties which are not the responsibility of tenants and no tenant, to the knowledge of the Trust, has failed to obtain any such certificate, permit or license. All agreements, easements and other rights which are necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the Trust Properties, have been obtained and are in full force and effect and the other Credit Parties, no default by any party Trust has not received notice with respect to the termination or breach of any such Leaseeasements, lease agreements or sublease existsother rights. Each Trust Property is in full compliance with all governmental permits, licenses and certificates except where the failure to be in compliance would not be reasonably likely to have a Trust Material Adverse Effect. Except as set forth on in Schedule 9.05(a) 5.13, no notice of any violation of any federal, state or (b)municipal law, each ordinance, order, regulation or requirements affecting any portion of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property Trust Properties has been issued by any governmental authority which has not been remedied or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).cured. There are no material structural defects relating

Properties. As (a) There is no real property owned in fee by Sapphire or its Subsidiaries that Relates to the Business (for this purpose, “Relating” shall be measured by reference to the relative proportion of Identified Employees to overall number of employees of Sapphire and its Subsidiaries associated with such leased, subleased, licensed or occupied real property). Sapphire or its Subsidiaries, as applicable, are not obligated or bound by any Contracts, options, rights of first refusal or other contractual rights to sell or acquire any real property that Relates to the Initial Borrowing Date, Business. (b) Schedule 9.05(a3.14(b) sets forth a true, complete and correct list as of the date hereof of the street address of each real property leased, subleased, licensed or occupied by Sapphire and its Subsidiaries and Relating to the Businesses (for this purpose, “Relating” shall be measured by reference to the relative proportion of Identified Employees to overall number of employees of Sapphire and its Subsidiaries associated with such leased, subleased, licensed or occupied real property) (collectively, the “Leased Business Real Property”). Sellers have made available to Buyer true and complete list copies of all Owned each lease, sublease, license and occupancy agreement for each Leased Business Real Property and Leased all amendments, and supplements and guarantees thereto, other than the Specified Excluded Real Property of each Credit Party Leases, (other than Target each, as so amended and its Subsidiaries) and Schedule 9.05(b) sets forth supplemented, a correct and complete list of all Owned “Transferred Real Property and Leased Lease”). Each Transferred Real Property of Target Lease is referred to herein as a “Material Transferred Real Property Lease” and its Subsidiaries which are expected the real property leased subleased, licensed or occupied pursuant thereto is referred to become Credit Parties on or after the Merger Closing Date. herein as “Material Leased Business Real Property”. (c) Except as could would not reasonably be expected material to have a the Businesses taken as whole, each Material Adverse EffectTransferred Real Property Lease is valid, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) binding and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, except for the Bankruptcy and (b) Equity Exceptions and no uncured default on the part of any Seller or, if applicable, any Transferred Entity or, to the knowledge of Sellers, the Borrower owner thereunder exists with respect to any Material Leased Business Real Property. The applicable Seller or Transferred Entity has a valid leasehold interest in or contractual right to use or occupy, as applicable, subject to the terms of the Material Transferred Real Property Lease, the Material Leased Business Real Property leased, subleased, licensed or occupied by it, free and clear of all Liens, except for Permitted Liens and except as would not be material to the Businesses taken as whole. Except as would not be material to the Businesses taken as whole, the applicable Seller or Transferred Entity has the right to use all of the Material Leased Business Real Property for the full term of each such Material Transferred Real Property Lease (and any renewal options) relating thereto, and the applicable Seller or Transferred Entity has not assigned, transferred or pledged any interest in any of the Material Transferred Real Property Leases. Except as would not be material to the Businesses taken as whole, neither the whole nor any part of the Material Leased Business Real Property is subject to any pending suit or condemnation or any other Credit Partiestaking by any Governmental Authority and, to the knowledge of Sellers, no default by any party to any such Lease, lease condemnation or sublease existsother taking is threatened or contemplated. Except as set forth on Schedule 9.05(a) or (b3.14(c), each and except as would not be material to the Businesses taken as whole, there are no leases, subleases, licenses or other Contracts granting to any Person the right of use or occupancy of any portion of the Credit Parties has good title to all of its Owned Material Leased Business Real Property and personal property and valid leasehold interests in (or otherwise has except under the right Material Transferred Real Property Leases). Except as would not be material to use)the Businesses taken as whole, all of its buildings, structures, facilities and improvements located on the Material Leased Business Real Property, including buildings structures, facilities and improvements which are under construction (collectively, the “Improvements”) comply in each case as is necessary all material respects with valid and current certificates of occupancy or similar Permits to the conduct of its business extent required by Laws for the use thereof, and conform in the ordinary course, free of all Liens other than Permitted Liensmaterial respects with all applicable Laws. Notwithstanding anything Except as would not be material to the contrary contained above Businesses taken as whole, the Improvements are: (i) in good operating condition and repair (ordinary wear and tear excepted); and (ii) suitable and adequate for the continued use for the manner which they are presently being used. Except as would not be material to the Businesses taken as whole, the applicable Seller or elsewhere in this AgreementTransferred Entity has timely paid all rents and other charges to the extent due under the Material Transferred Real Property Leases and no applicable Seller or Transferred Entity has received any written, from time to time, if it comes or to the knowledge of the Borrower that Sellers, other notice from any owner of the Owned such Material Leased Business Real Property or Leased regarding a material default under the Material Transferred Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary Leases. Except as would not be material to the Businesses taken as whole, neither the whole nor any material portion of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned any Material Leased Business Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes has been damaged or destroyed by fire or other casualty which has not been repaired to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)its original condition.

Properties. As (i) Neither the Company nor any of its Subsidiaries owns any real property. (ii) The real property listed on Schedule 3.2(h)(ii) (the “Leased Real Property”) constitutes a complete and correct list of all of the Initial Borrowing Datereal property leased, subleased, licensed, or otherwise used in any material respect, pursuant to other similar agreements or arrangements, by the Company and its Subsidiaries and that significantly relate to the business and operations of the Company and its Subsidiaries. Schedule 9.05(a3.2(h)(ii) also sets forth a complete and correct and complete list of all Owned Real Property and leases, subleases, licenses or other rental arrangements pursuant to which the Company or its Subsidiaries holds any Leased Real Property (individually, a “Lease” and collectively, the “Leases”). The Company has delivered or made available to Buyer accurate and complete copies of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each Leases. None of the Leases referenced in the preceding sentence have been modified, assigned, changed, supplemented, amended, or mortgaged in any material respect, except to the extent that such Leases listed modifications or other changes are disclosed on Schedule 9.05(a3.2(h)(ii) or disclosed by the copies of the Leases delivered or made available to Buyer. With respect to each Lease, and (ii) each of such leases and subleases listed except as otherwise specified on Schedule 9.05(b), in each case, 3.2(h)(ii): (A) such Lease is valid and enforceable in accordance with its terms and is in full force and effect, and (b) subject to the knowledge application of the Borrower any bankruptcy or creditors’ rights Laws and, if applicable, proper authorization and execution of such Lease by the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(athereto; (B) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any none of the Leased Real Property listed on Schedule 9.05(a) is leased has been subleased, licensed, assigned or otherwise transferred or conveyed by CFL then such the Company or its Subsidiaries, and to the Company’s Knowledge, there are no Liens that affect the Leased Real Property shall automatically as a result of the acts or omissions of the Company or its Subsidiaries other than Permitted Liens; (C) to the Company’s Knowledge, neither the Company nor its Subsidiaries has received any written notice from any Governmental Authority that the use, occupancy, and operations of any Leased Real Property by the Company or any applicable Subsidiary is not in compliance with all applicable Laws and Licenses and Permits; and (D) to the Company’s Knowledge, neither the Company nor its Subsidiaries has received from any counterparty thereto or sent to any counterparty thereto written notice of any material default or alleged default in the performance of any obligation to be deemed removed from Schedule 9.05(a)performed or paid under any Lease.

Properties. As 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct Group Companies. 9.2 A Group Company is the sole legal and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as beneficial owner in possession of the Initial Borrowing Date (a) (i) each whole of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties Freehold Properties. 9.3 A Group Company has good in its possession or held to its order the documents of title to all of its Owned Real Property and personal property and valid leasehold interests in the Freehold Properties. 9.4 No Encumbrances (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than the Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that Encumbrances) exist over any of the Owned Real Property Properties or Leased Real Property listed on Schedule 9.05(b) any relevant deeds or documents relating thereto and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any leasehold property of which it was owned by an Excluded Subsidiary as the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Initial Borrowing DateLeasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the Borrower shall notify relevant leases on the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as part of the date hereof landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) if it comes there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that rent and ancillary costs to be paid by any of the Leased Real Group Companies as tenant; (iv) no rent is or should be currently under review; and (v) there are no current notices given by the landlord or the tenant or proceedings pursuant to the Landlord and Xxxxxx Xxx 0000 (or equivalent legislation in the jurisdiction in which the relevant Property listed on Schedule 9.05(ais located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)a party.

Properties. As (a) Section 3.9 of the Initial Borrowing DateCompany Disclosure Letter identifies all real property owned or leased by the Company and the Company Subsidiaries and the Company Subsidiary or Subsidiaries which owns or leases such real property (the “Company Properties”). Except as provided in Section 3.9 of the Company Disclosure Letter, Schedule 9.05(athe Company and each Company Subsidiary owns fee simple title to their respective Company Properties. All such properties are owned in each case free and clear of Liens, except as provided below. Except as set forth in Section 3.9 of the Company Disclosure Letter, no other Person has any ownership interest in any of the Company Properties or any option to purchase any of the Company Properties, and any such ownership interest or option so scheduled does 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. The Company Properties are not subject to any rights of way, written agreements, or Laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”) sets or other Liens, except for (i) Liens and Property Restrictions set forth in Section 3.9 of the Company Disclosure Letter, (ii) Property Restrictions imposed or promulgated by Law with respect to real property, including zoning regulations, (iii) Liens and Property Restrictions disclosed on existing title reports or existing surveys (in either case copies of which title reports and surveys have been delivered or made available to Parent), which Liens and Property Restrictions disclosed in Section 3.9 of the Company Disclosure Letter or contained in the previously delivered title reports or existing surveys, in any event, do not materially interfere with the present use of, any of the Company Properties subject thereto or affected thereby (provided that the Company specifically represents and warrants that any Liens identified on any Company Title Insurance Policy as securing any Indebtedness, other than the Indebtedness identified on Section 3.18 of the Company Disclosure Letter, has been released of record since the date of the title report in question), (iv) real estate taxes and assessments which constitute a correct Lien but are not yet due and complete list of all Owned Real payable, (v) Permitted Liens, and (vi) Liens and Property and Leased Real Property of each Credit Party Restrictions (other than Target Liens and its Property Restrictions contained in any agreement of the type disclosed on Section 3.9 of the Company Disclosure Letter), 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 Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries, taken as a whole. (b) Except as provided in Section 3.9 of the Company Disclosure Letter, valid policies of title insurance (each a “Company Title Insurance Policy”) have been issued insuring the Company’s or the applicable Company Subsidiary’s fee simple title to the Company Properties, subject only to the matters disclosed above and on the Company Disclosure Letter, and such policies are, at the date hereof, in full force and effect and no claim has been made against any such policy. A true and correct copy of each Company Title Insurance Policy (or a more current lender’s title insurance policy for such Company Property) has been previously delivered or made available to Parent. (c) Except as provided in Section 3.9 of the Company Disclosure Letter, the Company has no Knowledge (i) that, any certificate, permit or license from any Governmental Entity 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 the buildings and improvements on any of the Company Properties as manufactured home communities or which is necessary to permit the lawful current use and operation of all driveways, roads and other means of egress and ingress to and from any of the Company Properties has not been obtained and is not in full force and effect, 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 Company Properties issued by any Governmental Entity; or (iii) of any Company Property whose private utility, water or sewer systems are not in working order in any material respect and costs more than $250,000 to repair or for which there is any uncured written notice that there is a requirement that it be connected to the municipal, county or other public system serving such Company Property, except in the case of clauses (i) and Schedule 9.05(b(ii) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on for such matters that individually or after in the Merger Closing Date. Except as could aggregate would not reasonably be expected to have a Company Material Adverse Effect. (d) Except as set forth in Section 3.9 of the Company Disclosure Letter, neither Company nor any of the Company Subsidiaries has received any written notice to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties or which will reduce the number of manufactured home sites on such Company Properties or (ii) any zoning, building or similar Law is or will be violated in any material respect for any property by the continued maintenance, operation or use of the Company Properties as manufactured home communities, or by buildings or other improvements on any of the Company Properties in accordance with current practice or by the continued maintenance, operation or use of the parking areas. (e) Except as set forth in Section 3.9 of the Company Disclosure Letter, all of the Company Properties are managed by the Company or a wholly-owned Company Subsidiary. (f) Section 3.9 of the Company Disclosure Letter, under the caption “Leased Properties,” identifies all leases for space or ground leased by the Company or any Company Subsidiary (the “Leased Properties”). The Company is not in default under the leases for such Leased Property and no circumstance exists that with the passage of time would result in the default of the Company under the leases for any of the Leased Properties. (g) The rent roll for the Company Properties as of November 30, 2008, has been previously delivered or made available to Parent, and is complete and correct in all material respects as of the date thereof (the “Company Rent Roll”). The Company Rent Roll lists each lease with respect the Company Properties, as of such date, reflecting the site number, the name of the tenant, the lease rate, the lease type and the amount of the security or other deposit collected and/or applied. The Company Rent Roll is a complete and accurate description of the leases with respect to the Company Properties as described above. The Company has made available to Parent, or provided Parent with an opportunity to review at the Company’s offices, true, correct and complete copies of each such lease. (h) Except as described in the Rent Roll, all leases with respect to the Company Properties are in full force and effect and neither the landlord, nor, to the Knowledge of the Company, any tenant, is in default under any such lease, except for such defaults that individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect. (i) Except as set forth in Section 3.9 of the Company 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 agreement entered into with a Governmental Entity in connection with a site approval, zoning reclassification or other similar action relating to any Company Properties (e.g., local improvement district, road improvement district, environmental mitigation) have been performed, paid or taken, as the case may be, other than those where, individually or in the aggregate with any other condition or omission resulting in a breach of the representations and warranties set forth in this Section 3.9, the failure of which would not have a Company Material Adverse Effect, and the Company has no Knowledge of any material work, payments or actions that are required after the date hereof pursuant to such agreements, except as set forth in development or operating budgets for such Company Properties delivered to Parent prior to the date hereof. (j) The Company and each of the Company Subsidiaries have good and sufficient title to all their personal and non-real properties and assets reflected in their books and records as being owned by them (including those reflected in the consolidated balance sheet of the Company as of December 31, 2007, except as since sold or otherwise disposed of in the Initial Borrowing Date (a) ordinary course of business), free and clear of all Liens, except such Liens (i) each reflected on Section 3.9 of such Leases listed the Company Disclosure Letter or on Schedule 9.05(a) the consolidated balance sheet of Company as of December 31, 2007, and the notes thereto, (ii) each which are normal to the business of such leases the Company and subleases listed on Schedule 9.05(b)the Company Subsidiaries and are not, in each casethe aggregate, is valid and enforceable material in accordance with its terms and is in full force and effect, and (b) relation to the knowledge assets of the Borrower and the other Credit PartiesCompany on a consolidated basis, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes that would not, individually or in the aggregate, reasonably be expected to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)result in a Company Material Adverse Effect.

Properties. As of (a) Either the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and Attractions Purchaser or its Subsidiaries which are expected owns good and marketable fee simple title or leasehold title (as applicable) to become Credit Parties on each facility and real property owned or after leased (as lessee or sublessee), including ground leased, by the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, Attractions Purchaser as of the Initial Borrowing Effective Date (a) (i) each of all such Leases listed real property interests, together with all buildings, structures and other improvements and fixtures located on Schedule 9.05(a) or under such real property and (ii) each of all easements, rights and other appurtenances to such leases real property, are individually referred to herein as a “Purchaser Property” and subleases listed on Schedule 9.05(bcollectively referred to herein as the “Purchaser Properties”), in each case, free and clear of Liens, except for Purchaser Permitted Liens and other Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect pursuant to clause (1) of the definition thereof. For the purposes of this Agreement, “Purchaser Permitted Liens” shall mean any (i) Liens relating to any Indebtedness incurred in the ordinary course of business consistent with past practice, (ii) Liens that result from any statutory or other Liens for Taxes or assessments that are not yet due and payable or subject to penalty or the validity of which is valid being contested in good faith by appropriate proceedings and enforceable for which there are adequate reserves on the financial statements of the Attractions Purchaser (if such reserves are required pursuant to GAAP), (iii) any material contracts or other service contracts, management agreements, leasing commission agreements, agreements or obligations set forth in accordance the documents provided to the Company by the Attractions Purchaser, or ground leases or air rights affecting Purchaser Property, (iv) Liens imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Liens that are disclosed on the existing Attractions Purchaser title insurance policies made available by or on behalf of the Attractions Purchaser to the Company prior to the date hereof and, with its terms respect to leasehold interests, Liens on the underlying fee or leasehold interest of the applicable Ground Lessor, lessor or sublessor, or (for leases in respect of which the Attractions Purchaser or an Attractions Purchaser Subsidiary is the lessor) liens on the leasehold or subleasehold estate of the lessee or sublessee, (vi) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Liens imposed by Law and incurred in the ordinary course of business consistent with past practice that are not yet subject to penalty or the validity of which is being contested in full force and effectgood faith by appropriate proceedings, and (bvii) to any other Liens, limitations, restrictions or title defects that do not materially impair the knowledge value of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Purchaser Property or Leased Real the continued use and operation of Purchaser Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same currently used and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)operated.

Properties. As 14.1 The properties referred to in Schedule 4 comprise all real properties owned or occupied (whether or not under licence or any other arrangements or otherwise) by or leased to the PRC Affiliate or in respect of which the PRC Affiliate has any interest whatsoever. 14.2 To the Knowledge of the Initial Borrowing DateVendor, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of with respect to each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date Owned Properties: (a) the ownership of the Owned Properties belongs to the PRC Affiliate which has good title to such property; (b) the PRC Affiliate has gained or applied for all relevant approvals and certificates with respect to the Owned Properties it owns, including but not limited to, the Inspection and Acceptance Filling Form for the Completion of the project construction to be respectively approved and signed by official departments of building, survey, design, construction and supervision, the property title certificates for the buildings over the Land, the legal document proving the property title owned by it, and the property title certificate. (c) all the sale/transfer procedures as regards the Owned Properties have been completed and (where applicable) the sale/transfer has been validly registered in the relevant department; (d) The delay in construction of the Owned Properties has been approved by Governmental Authority and the penalty fee has been fully paid up (if there is any); (e) all land premiums and/or purchase price payable in respect of the Owned Properties have been paid in full and no further land premiums or purchase price is or shall be payable; (f) the Owned Properties are not currently subject to any sale or transfer or mortgage procedures and they are not leased or transferred or given to others as a gift, and the PRC Affiliate has not entered into any agreement to do any of the foregoing; the Owned Properties are not involved in any litigation or subject to any court order for attachment, possession, etc.; (g) the Owned Properties are not used by the PRC Affiliate for any unlawful purposes and has not violated any relevant land or construction regulations; (h) the Owned Properties are free from any other mortgage, charge, lien, lease, encumbrance or any other third party rights and the relevant company has not entered into any other agreement to do any of the foregoing; (i) each the PRC Affiliate has not received from any Governmental Authority or any competent authority any notice or order which may adversely affect its right to use the Owned Properties for the purpose for which it is presently being used; (j) all requisite consents necessary for the use of the Owned Properties as it is presently being used by the PRC Affiliate have been duly obtained and are in full force, validity and effect; (k) all the land user’s covenants contained in the Land Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the Owned Properties have been duly performed and observed to the extent that such Leases listed on Schedule 9.05(aobligations have fallen due; (l) there has been no change in the terms and (ii) each conditions of such leases and subleases listed on Schedule 9.05(b)the Land Grant Contract, in each casethe Land Use Rights Certificate, is Owned Properties Ownership Certificate and/or other documents applicable to the Owned Properties, which are all valid and enforceable in accordance full force and effect in favour of the PRC Affiliate; (m) no default (or event which with its terms notice or lapse of time or both will constitute a default) by the PRC Affiliate has occurred or is continuing under the Land Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the Owned Properties and it is not in breach of any laws, rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any court or Governmental Authority in respect of the use, occupation and enjoyment of the Owned Properties; and (n) all requisite licences, certificates and authorities necessary for the existing use of the Owned Properties by the PRC Affiliate have been duly obtained and are valid and in full force and effect. 14.3 To the Knowledge of the Vendor, with respect to each of the Leased Properties by the PRC Affiliate:- (a) the PRC Affiliate has the legal right to occupy the property upon the terms set out in the relevant tenancy or lease agreement (each a “Tenancy Agreement”) and the property is being used for lawful purposes, which are permitted by the relevant Tenancy Agreement and the occupation has not violated any relevant regulations applicable to the property; (b) all the rent and other payments payable by the PRC Affiliate have been paid up to date, and the user of the property occupied by the PRC Affiliate is in accordance with that provided for in the relevant Tenancy Agreement, all applicable legislation, statutory requirements, governmental or other orders, rules, directives or instruments affecting or appertaining to the knowledge use, occupation or enjoyment of the Borrower property and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each terms of the Credit Parties relevant Tenancy Agreement have been duly complied with and the tenancy/lease is not subject to early termination due to default of the PRC Affiliate; (c) the PRC Affiliate has good title to in all respects duly performed, observed and complied with any covenants, restrictions, conditions or agreements of its Owned Real Property the relevant Tenancy Agreement, and personal property there is no subsisting breach of any covenants, restrictions, conditions, or agreements of the relevant Tenancy Agreement and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary without prejudice to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge generality of the Borrower that foregoing) no notice of any alleged breach of any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as terms of the Initial Borrowing Daterelevant Tenancy Agreement has been served on or received by it; (d) there is no claim or dispute between the PRC Affiliate and its landlord and the landlord is duly entitled to lease the land and/or buildings to it; (e) the relevant Tenancy Agreement has been duly executed by the parties thereto with all the requisite legal formalities duly attended to, and the relevant Tenancy Agreement is good, valid and subsisting and in full force and effect; (f) no circumstance which might affect or prejudice the relevant Tenancy Agreement or otherwise affect the PRC Affiliate’s occupation of the property has arisen or is likely to arise; (g) the PRC Affiliate has not received from any Governmental Authority, and no Governmental Authority has issued, any, notice or order which may adversely affect such tenancy/lease and/or continued enjoyment of the property in accordance with the terms of the relevant Tenancy Agreement; (h) (where applicable) the requisite mortgagee’s consent has been duly obtained for the entering into of the relevant Tenancy Agreement and such consent is in full force, validity and effect; (i) all options to renew/early termination contained in the relevant Tenancy Agreement are legally enforceable by the PRC Affiliate against the landlord; (j) the relevant Tenancy Agreement contains usual provisions for tenancy agreement/lease of the relevant nature in the city where the relevant property is located and there are no unusual or onerous covenants or obligations on the part of the PRC Affiliate as tenant thereunder; (k) since commencement of the tenancy/lease term, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as PRC Affiliate has enjoyed uninterrupted use of the date hereof property and (iii) if it comes to the knowledge terms of the Borrower within five Business Days relevant Tenancy Agreement are fully enforceable by the PRC Affiliate against the landlord; (l) all the terms of the Initial Borrowing Date that tenancy/lease are set out in the relevant Tenancy Agreement and the terms thereof have not been varied, modified, amended or supplemented verbally or by means of supplemental agreement(s) or correspondence between the landlord and the PRC Affiliate or otherwise; (m) there is no event which may give rise to a right on the part of the landlord to re-enter the property other than in case of emergency; and (n) all requisite licences, certificates and authorities necessary for the existing use of the property by the PRC Affiliate have been duly obtained and are valid and in full force. 14.4 Each of the Tenancy Agreements is valid and subsisting and in no way void or voidable and will not be liable to be terminated as a result of the execution of this Agreement (including all associated transactions) and the terms, covenants and conditions contained in the relevant Tenancy Agreement will be duly performed and observed. 14.5 In relation to each Tenancy Agreement:- (a) no rights for a landlord to terminate the relevant Tenancy Agreement have arisen or become exercisable or, with lapse of time, will become exercisable; (b) no circumstances have arisen or, with lapse of time, will arise under or as a result of which any rights of the PRC Affiliate under the Tenancy Agreement (including any right to renew or extend the term of the Tenancy Agreement) has been or will be affected, prejudiced or terminated; (c) no circumstances which would entitle a landlord to exercise any power of entry upon or to take possession of the relevant property or which would otherwise restrict or terminate the continued possession or occupation thereof have arisen or, with lapse time, will arise; (d) no circumstances are likely to arise or, with lapse of time, may arise which may render any of the Leased Real Property listed above untrue or inaccurate; and (e) there are no unusual or onerous covenants or obligations on Schedule 9.05(athe part of the PRC Affiliate to be observed or performed. 14.6 There are no circumstances which would enable any person or entity to exercise any right of re-entry or taking possession of any of the properties under the Tenancy Agreements or any part thereof or (if applicable) is leased by CFL then which would otherwise restrict or terminate the continued possession or occupation of such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)properties or any part thereof. 14.7 Main Union does not own or lease any properties.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a(1) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which Issues relating to lease agreements are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date below: (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)All lease agreements are appropriate, in each case, is valid and enforceable in accordance with its terms and is in full have legal force and effect, are still valid, and will not become invalid or can be made invalid in any aspect; (b) All covenants, liabilities, conditions and restrictions imposed on the Group according to any lease agreement have been appropriately complied with and implemented appropriately and on a real time basis; (c) The rents and other costs that need to be paid under all lease agreements have been paid on time on the due date. No rent has already been prepaid before the due date; (d) Neither the Group nor any of its members has ever granted any waiver on any covenant, liability or restriction that a tenant shall comply with or implement under a lease; (e) The Group has not collected any assignment fee or reached any agreement thereon; (f) The Group has not reached any agreement on or been involved in any mutual guarantee, undertaking, waiver, change or modification relating to any lease; (g) According to the knowledge and belief of the Borrower Seller, the tenant has not breached any covenant, condition, liability or restriction imposed thereon according to any lease agreement; (h) The Group has acquired all the consents (if any) required for approving a lease from the mortgagee of the underlying property and added related terms in the corresponding lease agreement; (i) All lease agreements have been appropriately registered; (j) The terms, option of extension and the detailed rules on all the rents and deposits that are and need to be paid of each lease agreement shall be thoroughly and correctly disclosed to the Buyers; (k) The rent that a tenant shall pay under a lease agreement is not at a stage in which an adjustment is considered; and no reconstruction or refurbishment of a building is ignored in the adjustment to a rent; (l) Except for those that have been disclosed to the Buyers before the transaction is completed, there exist no other Credit Partiesoptions to renew any lease agreement or being exercised; (m) In each lease agreement, no default by there does not exist any party unusual condition or any option allowing a tenant to purchase any part of any property; (n) All moving notices that shall be delivered to a tenant so as to terminate such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in agreements (or otherwise has any one of them) and allow the Group to have the right to use)collect the right of possession of the related parts of such properties upon the expiry of the validity term of such lease agreements and other lease termination notices provided by laws and regulations, all if any, (hereinafter referred to as the “Notice”) have been appropriately filled out and delivered appropriately in due time. (o) The Group or any related subordinate group has not engaged in anything that might compromise or impair the rights thereof under any notice of its Leased Real Propertyany tenant that has expired or will expire before the transaction is completed, or, in each case as is necessary to the conduct of its business particular, engaged in the ordinary courseanything that might, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above either in an express or elsewhere in this Agreementimplied way, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)constitute a new lease.

Properties. As (i) Set forth on Schedule 3.1(q) of the Initial Borrowing Date, Company Disclosure Schedule 9.05(a) sets forth is a correct and complete list of all real property (x) owned by the Company or its Subsidiaries (“Owned Real Property”) and (y) leased, subleased, or occupied by the Company or its Subsidiaries (“Leased Real Property,” and collectively with the Owned Real Property, the “Real Property”). The Company or its Subsidiaries, as applicable, have good and defensible fee simple title to all of the Owned Real Property that it or they own, including the properties reflected in the Company’s most recent consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2015 filed with the SEC, but excluding any property that is no longer used for the conduct of the business of the Company and its Subsidiaries as presently conducted or that have been disposed of in the ordinary course of business. The Company or its Subsidiaries, as applicable, have a valid and enforceable leasehold interest in all Leased Real Property that it or they lease, and each such lease constitutes a valid and binding obligation of each Credit Party (other than Target and the Company or its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)applicable, in each case, is valid and enforceable in accordance with its terms terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in full force a proceeding in equity or at law). The Company’s or Subsidiaries’ possession and effectquiet enjoyment of the Leased Real Property under the Leases has not been disturbed, and (b) to the knowledge Company’s knowledge, there are no disputes under any of the Borrower Leases. All such Real Property is free and the other Credit Partiesclear of all Encumbrances, no default except for (A) liens for Taxes not yet delinquent, (B) Encumbrances that would be disclosed by any party to any such Lease, lease an accurate survey or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each inspection of the Credit Parties has good title to all of its Owned Real Property in question (including any Encumbrances or other matters disclosed in any surveys, title commitments, title insurance policies or other title searches provided to or obtained by or on behalf of Parent or the Financing Sources pursuant to this Agreement) that do not, individually or in the aggregate, materially interfere with and personal property and valid leasehold interests in (or otherwise has are not violated by the right to use), all current use of its Leased such Real Property, in each case as is necessary to the conduct of its business (C) statutory or other inchoate liens securing liabilities incurred in the ordinary coursecourse of business for amounts not yet delinquent, free (D) Encumbrances in the nature of all Liens other than Permitted Liens. Notwithstanding anything zoning or land use restrictions applicable to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned specific Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing DateClosing Date not violated by the current use of the specific Real Property, (E) covenants, conditions or restrictions of record affecting title to the Borrower shall notify specific Real Property, (F) all other rights of any Governmental Entity to regulate the Administrative Agent use, development or occupancy of same and such Owned any Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof which rights are not violated by the current use or occupancy of such Real Property, (G) minor Encumbrances that do not materially detract from the value of the specific Real Property affected or the present use of such Real Property, (H) non-perpetual, non-exclusive licenses to Real Property granted in the ordinary course of business, (I) Encumbrances that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect and (iiiJ) if it comes Encumbrances existing or expressly permitted pursuant to the knowledge credit facilities of the Borrower within five Business Days Company and its Subsidiaries existing as of the Initial Borrowing Date that any date of this Agreement (items (A) through (J), collectively, “Permitted Encumbrances”). The Real Property comprises all of the Leased material real property used or intended to be used in connection with the business of the Company and its Subsidiaries, and such Real Property, including all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof that are located on the Owned Real Property listed on Schedule 9.05(a(the “Improvements”) is leased by CFL then such Leased are in good condition and repair (subject to ordinary wear and tear, casualty and condemnation). Except as would not reasonably be likely to have a Company Material Adverse Effect, (i) neither the Company nor its Subsidiaries have leased, subleased or otherwise granted to any Person the right to use or occupy any Real Property shall automatically be deemed removed from Schedule 9.05(a)or any portion thereof, and (ii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. (ii) The Company or its Subsidiaries, as applicable, own or have good and valid title to, free and clear of any and all Encumbrances, except for Permitted Encumbrances, all personal property assets, both tangible and intangible, that it or they own, including the personal property assets reflected in the Company’s most recent consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2015 filed with the SEC, but excluding any personal property assets that are no longer used for the conduct of the businesses of the Company and its Subsidiaries as presently conducted or that have been disposed of in the ordinary course of business.

Properties. As (a) Section 5.16(a) of the Initial Borrowing Date, Schedule 9.05(a) Parent Disclosure Letter sets forth a correct and complete list of all Owned Real Property and Leased Real Property the address of each Credit Party real property owned, leased (as lessee or sublessee), including ground leased, by Parent, Parent Operating Partnership or any other than Target Parent Subsidiary as of the date of this Agreement (all such real property interests, together with all buildings, structures and its Subsidiaries) other improvements and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties fixtures located on or after under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as a “Parent Property” and collectively referred to herein as the Merger Closing Date“Parent Properties”). Except Parent, Parent Operating Partnership or a Parent Subsidiary owns good and valid fee simple title or leasehold title (as could applicable) to each of the Parent Properties, in each case, free and clear of Liens, except for Parent Permitted Liens that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. For the purposes of this Agreement, as of the Initial Borrowing Date (a) “Parent Permitted Liens” shall mean any (i) each Liens relating to any Indebtedness incurred in the ordinary course of such Leases listed on Schedule 9.05(a) and business consistent with past practice, (ii) each Liens that result from any statutory or other Liens for Taxes or assessments that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of Parent (if such leases and subleases listed on Schedule 9.05(breserves are required pursuant to GAAP), (iii) any Parent Material Contracts or other service contracts, management agreements, leasing commission agreements, agreements or obligations set forth in each caseSection 5.16(j) of the Parent Disclosure Letter, Parent Leases or ground leases or air rights affecting any Parent Property, (iv) Liens imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Liens that are disclosed on existing title policies made available by or on behalf of the Parent, Parent Operating Partnership or any Parent Subsidiary to Company prior to the date hereof and, with respect to leasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor, or sublessor, (vi) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Liens imposed by Law and incurred in the ordinary course of business consistent with past practice that are not yet subject to penalty or the validity of which is valid and enforceable being contested in accordance with its terms and is in full force and effectgood faith by appropriate proceedings, and (bvii) to any other Liens, limitations, restrictions or title defects that do not materially impair the knowledge value of the Borrower applicable Parent Property or the continued use and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each operation of the Credit Parties has good title to all of its Owned Real applicable Parent Property as currently used and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)operated.

Properties. As (a) Except as set forth in Schedule 4.08(a), such Forward OP Merger Entity or its Forward OP Merger Entity Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of such Forward OP Merger Entity, such Forward OP Merger Entity or its Forward OP Merger Entity Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by such Forward OP Merger Entity or its Forward OP Merger Entity Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the Initial Borrowing Datemerger contemplated hereby, Schedule 9.05(aneither such Forward OP Merger Entity nor any of its Forward OP Merger Entity Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on Except for matters that would not, individually or after in the Merger Closing Date. Except as could not aggregate, reasonably be expected to have a Forward OP Merger Entity Material Adverse Effect, as of to the Initial Borrowing Date (a) (i) each knowledge of such Leases listed on Schedule 9.05(aForward OP Merger Entity, (1) neither such Forward OP Merger Entity nor its Forward OP Merger Entity Subsidiaries, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) 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 such agreement, 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 such Forward OP Merger Entity or its Forward OP Merger Entity Subsidiaries, except for Permitted Liens, and (ii3) each all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such leases and subleases listed on Schedule 9.05(b), in each case, is Property (exclusive of space Leases) are valid and enforceable in accordance with its terms binding and is in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (bc) To the knowledge of such Forward OP Merger Entity, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Forward OP Merger Entity Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Forward OP Merger Entity Material Adverse Effect, (1) to the knowledge of the Borrower and the such Forward OP Merger Entity, neither such Forward OP Merger Entity, nor its Forward OP Merger Entity Subsidiaries, nor any other Credit Parties, no default by any party to any Lease, is in breach or default of any such Lease, lease (2) to the knowledge of such Forward OP Merger Entity, no event has occurred or sublease exists. Except as set forth on Schedule 9.05(ahas 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 permit termination, modification or acceleration under such Lease, and (3) or (b)to the knowledge of such Forward OP Merger Entity, each of the Credit Parties has good title leases (and all amendments thereto or modifications thereof) to all of which such Forward OP Merger Entity or its Owned Real Forward OP Merger Entity Subsidiaries is a party or by which such Forward OP Merger Entity or its Forward OP Merger Entity Subsidiaries or any Property and personal property and valid leasehold interests in is bound or subject (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Datecollectively, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a“Leases”) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. As (a) No member of the Initial Borrowing DateSeller Group owns or has ever owned any Real Property for use in, or necessary for the operation of, the Business, nor is any member of the Seller Group party to any agreement to purchase or sell any such Real Property. (b) Schedule 9.05(a4.9(b) of the Disclosure Letter sets forth the Real Property currently leased, subleased or licensed by or from any member of the Seller Group or otherwise used or occupied by any member of the Seller Group for the operation of the Business, as of the date hereof (the “Business Leasehold Property”), which schedule contains a correct description (including street address and complete list use) of all Owned Real of the leases, subleases and other occupancy agreements with respect to the Business Leasehold Property. (c) There are no parties other than Seller and the other members of the Seller Group in possession of any of the Business Leasehold Property or any portion thereof, and Leased Real Property of each Credit Party there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties (other than Target a member of the Seller Group) the right of use or occupancy of any portion of the Business Leasehold Property or any portion thereof. No personnel of the Seller Group that are not Business Employees occupy the Real Property under the Transferred Lease Agreement and no Business Employees occupy any Real Property other than under the Transferred Lease Agreement. (d) Prior to the date hereof, Seller has delivered to Buyer true, complete and correct copies of each Lease Agreement and all material correspondence related to the Business Leasehold Property. Each of the Lease Agreements is in full force and effect without modification or amendment from the form delivered, or made available, to Buyer and are valid, binding and enforceable in accordance with their respective terms except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law). Each member of the Seller Group has performed all material obligations required to be performed by it to date under each Lease Agreement to which it is a party, and is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder and, to the Knowledge of Seller, no other party to any Lease Agreement is (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder. Except pursuant to documentation made available to Buyer, neither Seller nor any other member of the Seller Group has assigned any of its Subsidiariesinterests under any Lease Agreement to which it is a party. No Lease Agreement is subject or subordinate to any Lien. All material construction work and alterations required to be performed by the tenant under the Lease Agreements have been completed. The Business Leasehold Property is in a condition suitable for return to the lessor under the terms of the applicable Lease Agreement without payment of any penalty or forfeiture of a security deposit or any portion thereof. Neither the operation of the Seller Group on the Business Leasehold Property nor, to the Knowledge of Seller, such Business Leasehold Property, violates any Law relating to such property or operations thereon. The Seller Group is not party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions with respect to the Business Leasehold Property. (e) The plants, buildings and other structures included in the Acquired Assets (i) have no material defects, (ii) are in good operating condition and repair (giving due account to the age and length of use of same), ordinary wear and tear excepted, (iii) are suitable for use in connection with the Business, and (iv) are structurally sound, except where failure of any of the representations in the foregoing clauses (i) through (iv) could not be reasonably expected to materially adversely affect the conduct of the Business at the applicable Real Property or result in material Liability or expense. (f) The plants, buildings and structures included in the Acquired Assets have access to (i) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and (ii) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as is necessary for the conduct of the Business, except where failure of any of the representations in clauses (i) and Schedule 9.05(b(ii) sets forth a correct and complete list hereof could not be reasonably expected to materially adversely affect the conduct of all Owned the Business at the applicable Real Property. None of the structures on the Real Property substantially encroaches upon real property of another Person, and Leased no structure of any other Person substantially encroaches upon any Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as Property, except where any such encroachment could not reasonably be expected to have a Business Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).

Properties. As (a) Neither the Company nor any of its Subsidiaries own any real property or is a party to any Contract (including any option agreement) to purchase any interest in real property. (b) Section 3.13(b) of the Initial Borrowing Date, Company Disclosure Schedule 9.05(a) sets forth a correct and complete list as of the date hereof, the address of all Owned Company Leased Real Property over 4,000 square feet, the identity of the lessor, lessee and current occupant (if different from the lessee) of such Company Leased Real Property and a list, as of the date hereof, of all such leases, subleases, licenses and other occupancy agreements related thereto, including all amendments and supplements thereto and guaranties thereof (the “Company Real Property Leases”). The Company has made available to Parent complete, correct and accurate copies of each Company Real Property Lease. Except as set forth in Section 3.13(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any of the Company Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and over 4,000 square feet or any portion thereof. The Company Leased Real Property constitutes all of Target the real property used or occupied by the Company and its Subsidiaries which in the conduct of their respective businesses. (c) The Company or one of its Subsidiaries owns good and valid and legally compliant leasehold title (to the extent such concepts are expected applicable in the jurisdiction(s) governing such leasehold title) to become Credit Parties on or after the Merger Closing Date. Except as could Company Leased Real Property free and clear of all Liens, except (i) Company Permitted Liens and (ii) in respects that would not reasonably be expected to have a Material Adverse Effectbe, as of individually or in the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)aggregate, in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) material to the knowledge of the Borrower Company and the other Credit Partiesits Subsidiaries, no default by any party to any such Lease, lease or sublease exists. Except taken as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)a whole.

Properties. As (1) Each of Borrower and its Subsidiaries owns good and marketable fee simple absolute title to all of the Initial Borrowing Datereal property purported to be owned by it, which real property is at the date hereof described in Schedule 9.05(a) sets forth a correct 6.13(1), and complete list ---------------- good and marketable title to, or valid leasehold interests in, all other properties and assets purported to be leased by Borrower or any of its Subsidiaries. Each of Borrower and its Subsidiaries has received all Owned Real Property deeds, assignments, waivers, consents, non-disturbance and Leased Real Property recognition or similar agreements, bills of each Credit Party (sale and other than Target documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect Borrower's and its Subsidiaries) ' right, title and Schedule 9.05(b) sets forth a correct interest in and complete list of to all Owned Real Property and Leased Real Property of Target and its Subsidiaries such property except for such documents or actions the failure to obtain or accomplish which are expected to become Credit Parties on or after the Merger Closing Date. Except as could would not reasonably be expected to have a Material Adverse Effect, as . (2) All material real property leased at the date hereof by Borrower or any of the Initial Borrowing Date (a) (i) each of such Leases its Subsidiaries is listed on Schedule 9.05(a) and (ii) each 6.13(2). Each of such leases and subleases listed on Schedule 9.05(b), in each case, is ---------------- valid and enforceable in accordance with its terms and is in full force and effect. Borrower has delivered to the Administrative Agent true and complete copies of each of such leases and all documents affecting the rights or obligations of Borrower or any of its Subsidiaries which is a party thereto, including, without limitation, any non-disturbance and (b) recognition agreements, subordination agreements, attornment agreements and agreements regarding the term or rental of any of the leases. Neither Borrower or any of its Subsidiaries nor, to the knowledge of the Borrower and the Borrower, any other Credit Parties, no default by any party to any such Leaselease is in default of its obligations thereunder or has delivered or received any notice of default under any such lease, lease nor has any event occurred which, with the giving of notice, the passage of time or sublease exists. Except both, would constitute a default under any such lease, except for defaults which in the aggregate have no Material Adverse Effect. (3) All components of all improvements included within the Properties owned or leased, as set forth on Schedule 9.05(a) lessee, by Borrower or any of its Subsidiaries (bcollectively, "Improvements"), each 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 Properties owned or leased by Borrower or any of its Subsidiaries are installed and operating and are sufficient to enable the real property owned or leased by Borrower and its respective Subsidiaries to continue to be used and operated in the manner currently being used and operated, and neither Borrower nor any of its Subsidiaries has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the Credit Parties has good title furnishing thereof. 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 Borrower or any of its Subsidiaries other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access. (4) All permits required to have been issued or appropriate to enable all real property owned or leased by Borrower or any of its Subsidiaries to be lawfully occupied and used for all of its Owned Real Property the purposes for which they are currently occupied and personal property used have been lawfully issued and valid leasehold interests are in full force and effect, other than those which in the aggregate have no Material Adverse Effect. (or otherwise has the right to use), all 5) Neither Borrower nor any of its Leased Real PropertySubsidiaries has received any notice, in each case as is necessary to the conduct or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any real property owned or leased by Borrower or any of its business Subsidiaries or any part thereof, or any proposed termination or impairment of any parking 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 ordinary courseaggregate, free of all Liens other than Permitted Liens. Notwithstanding anything are reasonably likely to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)have a Material Adverse Effect.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(ain Section 4.18(a) of the Disclosure Schedule, no Seller or Company has received, within the preceding two-year period, any written notice of any adverse claim (that has not been resolved) to the title to any asset within the Midstream Assets or the Assigned Assets or with respect to any lease under which any asset included within the Midstream Assets or the Assigned Assets is held, and to the Knowledge of Sellers, there are no existing facts or circumstances that could give rise to such claim. There is no pending taking (whether permanent, temporary, whole or partial) of any part of the Midstream Assets or the Assigned Assets by reason of condemnation or, to the Knowledge of Sellers, the threat of condemnation. (b), each ) Section 4.18(b) of the Credit Parties Disclosure Schedule sets forth a list of each parcel of real property in which any Company has good a fee ownership interest (including any real property that is part of the Assigned Assets, but excluding the Easements) (collectively, the “Real Property Interests”). Each Company owns and has defensible title to all of its Owned the Real Property Interests free and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free clear of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere Liens and Liens identified in this Agreement, from time to time, if it comes to the knowledge Section 4.18(b) of the Borrower Disclosure Schedule. To Sellers’ Knowledge, each Company has defensible title to all the material personal property that any is used in connection with the conduct of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an business of the Companies (except for the Excluded Subsidiary Assets), including all material portions of both the Midstream Assets and, as of the Initial Borrowing Closing Date, the Borrower shall notify the Administrative Agent Assigned Assets, in each case free and clear of same all Liens other than Permitted Liens and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(bLiens identified in Section 4.18(b) effective as of the date hereof Disclosure Schedule. (c) Except as specified in Section 4.18(c) of the Disclosure Schedule, to Sellers’ Knowledge and except for Permitted Liens, (i) each Easement is valid, existing and enforceable, (ii) there is not any event that is reasonably expected to result in the termination, impairment or limitation of any Easement, (iii) if it comes no future payments of any kind are due under any Easement in order to maintain its existence, and (iv) the knowledge continuation, validity and enforceability of each Easement will not be disturbed or affected by the transactions contemplated by this Agreement. (d) Except as set forth in Section 4.18(d) of the Borrower within five Business Days Disclosure Schedule, there are no preferential rights to purchase, rights of first offer, rights of first refusal or similar rights that are applicable to any material portion of the Initial Borrowing Date Midstream Assets or Assigned Assets (including any that any arise as a result of the Leased Real Property listed on Schedule 9.05(a) is leased transactions contemplated by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(athis Agreement).

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) Each of the Company and each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties Subsidiaries has good title to to, or has valid leasehold interests in, all of its Owned Real Property tangible and intangible personal property and valid leasehold interests other assets used in the Business as currently conducted (or otherwise has the right to use“Assets”), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free and clear of all Liens other than Permitted Liens. Notwithstanding anything The Assets and the Real Property are, taken as a whole, in such condition and repair (ordinary wear and tear excepted) as is sufficient, to operate the Business after the Closing Date in substantially the same manner as presently conducted. (b) Schedule 7.10(b) sets forth a listing of any and all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”), which schedule includes the respective street addresses thereof. (c) Schedule 7.10(c) sets forth a listing of any and all real property leased by the Company or any of its Subsidiaries (the “Leased Real Property”), which schedule includes the respective street addresses thereof. The Company or the applicable Subsidiary of the Company has a valid license or leasehold interests in all of its Leased Real Property and a valid fee ownership interest in its Owned Real Property, subject, in each case to Permitted Liens. The Company has furnished or made available to Akerna, true and correct copies of all leases and licenses (together with any amendments and modifications thereto) under which the Company or any of its Subsidiaries is the landlord, sublandlord, licensor, tenant, subtenant or occupant of real property (each a “Real Property Lease”). Each Real Property Lease was entered into at arms’ length and in the ordinary course, is in full force and effect and, to Shareholders’ Knowledge, is valid and binding upon and enforceable against each of the parties thereto (subject to the contrary contained above or elsewhere in this AgreementGeneral Enforceability Exceptions). Neither the Company, from time to time, if it comes to the knowledge of the Borrower that any of its Subsidiaries, nor to Shareholders’ Knowledge, any other party to each Real Property Lease, is in material breach or material default under such Real Property Lease, and no event has occurred or failed to occur or circumstance exists that, with the Owned delivery of notice, the passage of time or both, would constitute such a material breach or material default, or permit termination, modification or acceleration of rent under such Real Property Lease, and no party to any Real Property Lease has, since January 1, 2019, given the Company any written notice of any claim of any such material breach, default or event. There are no Proceedings, disputes or conditions affecting any Real Property that reasonably would be expected to materially curtail or interfere with the use of such property. (d) There are no pending, or to Shareholders’ Knowledge, threatened, condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the Real Property or improvements thereon and the Company has not received any written notice from a Governmental Authority of its intention to take or use any Real Property. (e) None of the Company or any of its Subsidiaries has received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the Real Property, which repair or work has not been completed. The use and operation of all Real Property conform to all applicable building, zoning, fire, health, safety and subdivision Laws, Environmental Laws and other Laws, and all restrictive covenants and restrictions and conditions affecting title, except for such nonconformity which is not material. All public utilities (including water, gas, electric, storm and sanitary sewage and telephone utilities) required to operate the facilities of the Company and its Subsidiaries as currently operated are available to such facilities. None of the Company or any of its Subsidiaries has received any written notice of any delinquent bills or invoices or any proposed, planned or actual curtailment of service of any utility supplied to any of its facilities. (f) All buildings, structures, fixtures, building systems and material equipment that are part of the Real Property are, in good operating condition and repair (ordinary wear and tear excepted), and are adequate and suitable for the operation of the Business in substantially the same manner as presently conducted and are structurally sound and free of material defects. (g) Each of the Company and each of its Subsidiaries has obtained all appropriate certificates of occupancy, Licenses, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner in which the Real Property is currently being used and operated. True and complete copies of all such certificates, permits and Licenses have heretofore been delivered to Akerna or its representatives. Each of the Company and each of its Subsidiaries has all approvals, permits and Licenses (including any and all Environmental Permits) necessary to lease or operate the Real Property as currently leased and operated, as the case may be, except where the failure to have any such approvals, permits or licenses is not material. (h) All machinery, equipment, furniture, fixtures and other personal property and all plants, buildings, structures and other facilities, including, without limitation, office space used by the Company or any of its Subsidiaries in the conduct of its Business, are in good operating condition and fit for operation in the ordinary course of business (subject to normal wear and tear) except for any defects which will not interfere with the conduct of normal operations of the Company and its Subsidiaries. The Company has delivered to Akerna or its representative true and complete copies of any leases, licenses and other material Contracts related to the Real Property. (i) The Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as and the Assets are all of the Initial Borrowing Datereal property and personal property required to conduct the Business as presently conducted. No Shareholder Party or any of their Affiliates (other than the Company and its Subsidiaries) owns any Assets or any other asset used in, or necessary in connection with the conduct of, the Borrower shall notify Business. (j) To Shareholders’ Knowledge, there are no adverse physical characteristics applicable to the Administrative Agent of same and Real Property, such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as as, without limitation, sink holes, which would adversely affect development of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Property.

Properties. As of the Initial Borrowing Date, (a) Schedule 9.05(a) 2.12A sets forth a correct complete and complete accurate list and general description of all real property owned by the Company (the "Owned Real Property"). The Company has good and marketable fee simple title to the Owned Real Property, free and clear of all Liens and other title defects of any nature whatsoever, except as disclosed on Schedule 2.12A. To Sellers' actual knowledge, Schedule 2.12A also sets forth with respect to such Owned Real Property a list of all title insurance policies, deeds, appraisal reports, surveys and environmental reports held by the Company, copies of which have been provided to Buyer. (b) Schedule 2.12B sets forth a complete list and general description of all real properties leased by the Company as tenant and all properties subleased by the Company, as sublessor or sublessee (the "Leased Real Property"). (The Owned Real Property and the Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and are collectively referred to as the "Real Property"). With respect to the Leased Real Property, Schedule 9.05(b) 2.12B also sets forth a correct and complete list the date of all Owned of the real property leases for the Leased Real Property and any amendments thereto and assignments thereof (the "Leases"), the term thereof, including any renewal options, options to purchase, rights of first refusal, and the aggregate monthly rental payable thereunder. Complete copies of all Leases have been delivered to Buyer. (Buyer acknowledges receipt of the actual leases for Leased Real Property of Target and its Subsidiaries for which are expected to become Credit Parties such information is summarized on or after the Merger Closing DateSchedule 2.12B). Except as could not reasonably be expected disclosed on Schedule 2.12B, to have a Material Adverse EffectSellers' actual knowledge, as of the Initial Borrowing Date (a) (i) each of such the Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is are in full force and effecteffect with no existing defaults thereunder which have continued beyond the expiration of applicable notice and cure periods, (ii) there is no omission, condition or event which, with the giving of notice or passage of time, would constitute a default under any of the Leases, and (biii) to the knowledge Company has not received any notice of default or termination under any of the Borrower and the other Credit PartiesLeases. Sellers represent that, no default by any party to any such Lease, lease or sublease exists. Except except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use)2.12B, all of its Leased Real Propertythe Leases are with unrelated third-party landlords. (c) To Sellers' actual knowledge, in each case except as is necessary to the conduct of its business in the ordinary coursedisclosed on Schedule 2.12C, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge structures and buildings of the Borrower Business (including HVAC equipment) are in good operating condition (subject to normal wear and tear) with no structural or other defects known to Sellers that could interfere in any material respect with the operation of the Owned Real Property or Leased Real Property listed Business, are located within applicable boundary lines and are suitable for the purposes for which they are currently used. To Sellers' actual knowledge, except as disclosed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of 2.12C, neither the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).nor the

Properties. As (a) Section 3.18 of the Initial Borrowing DateCompany Disclosure Schedule sets forth: (i) all real properties (indicating the name of the owner and the address or location of the property) owned by the Company or the Company Subsidiaries (the “Company Owned Property”) as of the date hereof, Schedule 9.05(awhich are all of the real properties owned by them; (ii) sets forth a correct all real properties (indicating the name of the lessee and complete list lessor and the address or location of the property) leased or operated by the Company or the Company Subsidiaries as lessee (the “Company Leased Property”) as of the date hereof, which are all of the real properties so leased or operated by them. The Company Owned Property and the Company Leased Property are referred to herein collectively as the “Company Real Property;” and (iii) any Company Real Property which is under development as of the date of this Agreement and a description of the status of such development as of the date hereof. The Company or the Company Subsidiaries own fee simple title to the Company Owned Property and a valid leasehold interest in the Company Leased Property. Except for (1) debt and other matters identified in Section 3.18 of the Company Disclosure Schedule, (2) inchoate liens imposed for construction work in progress, provided the same do not adversely affect the property on which such construction work is being performed, (3) leases, reciprocal easement agreements and other matters disclosed on the Company Title Insurance Policies or otherwise set forth on Section 3.18 of the Company Disclosure Schedule (collectively, the “Disclosed Title Matters”) (excluding outstanding indebtedness listed in Section 3.18 of the Company Disclosure Schedule) and (4) real estate Taxes and special assessments which are not yet due and payable, and (5) those Company Real Property Encumbrances which, individually or in the aggregate, do not detract in any material respect from the value of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned any Company Real Property or impose any material restriction or limitation on the Company’s current use of any Company Real Property, each Company Owned Property is owned and each Company Leased Property is leased 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 “Company Real Property Encumbrances”). The Company Real Property is not subject to any rights of Target way, written agreements, Laws, ordinances and its Subsidiaries regulations affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”), except for (i) the Disclosed Title Matters, (ii) Property Restrictions imposed or promulgated by Law with respect to real property with which are the Company Real Property complies or for which non-compliance, individually or in the aggregate, would not be reasonably expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have result in a Company Material Adverse Effect, as (iii) leases and license agreements on the Tenant Rent Roll, reciprocal easement agreements and matters disclosed in the Disclosed Title Matters, and (iv) real estate Taxes and special assessments which are not yet due and payable and are identified in the Disclosed Title Matters. (b) Section 3.18 of the Initial Borrowing Date Company Disclosure Schedule lists each title insurance policy (acollectively, the “Company Title Insurance Policies”) issued by the respective title insurance company to the Company or a Company Subsidiary insuring the Company’s or a Company Subsidiary’s fee simple title or leasehold estate, as the case may be. As of the date hereof, such policies are in full force and effect and, except as set forth in Section 3.18 of the Company Disclosure Schedule, no claim has been made against any such policy. A true and correct copy of each of the Company Title Insurance Policies together with copies of the Company Real Property Encumbrances and Property Restrictions shown as exceptions thereon or otherwise set forth on Section 3.18 of the Company Disclosure Schedule have previously been delivered or made available to Buyer. Except for liens, assessments or other encumbrances which, individually or in the aggregate, are immaterial or are set forth in Section 3.18 of the Disclosure Schedule, there are no liens for unpaid water and sewer service charges, mechanics’, workmen’s, repairmen’s or materialmen’s liens, brokers’ liens or assessments for street or other improvements or for any other service or labor or any other encumbrances which could give rise to a Company Real Property Encumbrance or Property Restriction since the effective date of each Company Title Insurance Policy (c) Except as listed on Section 3.18 of the Company Disclosure Schedule, to the Knowledge of the Company there are no (i) each of such Leases listed on Schedule 9.05(a) and certificates, permits or licenses from any Governmental Entity having jurisdiction over any Company Real Property or (ii) each agreements, easements or other rights which are necessary to permit the lawful use and operation of such leases the buildings and subleases listed improvements on Schedule 9.05(b)any of the Company Real Property or to permit the lawful use and operation of all driveways, in each caseroads and other means of egress and ingress to and from any Company Real Property that have not been obtained, is valid performed or paid for and enforceable in accordance with its terms and is are not in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth listed on Schedule 9.05(aSection 3.18 of the Company Disclosure Schedule, all work to be performed, payments to be made and financial undertakings required to be taken by the Company or the Company Subsidiaries prior to the date hereof pursuant to any agreement entered into in connection with a site approval, zoning reclassification or other similar action relating to a Company Real Property has been paid or undertaken, as the case may be. (d) Except as listed in Section 3.18 of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries has received any written notice of any violation of any federal, state or municipal Law, ordinance, order, regulation or requirement affecting any portion of any Company Real Property issued by any Governmental Entity or any party entitled to enforce a covenant, condition or restriction affecting any of the Company Real Property that has not otherwise been resolved. Except as listed in Section 3.18 of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity with jurisdiction over the Company or any such Company Subsidiary to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any material portion of any Company Real Property or (b)ii) any zoning, each building or similar Law or order is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Credit Parties Company Real Property or by the continued maintenance, operation or use of the parking areas. (e) The improvements at the Company Properties are in good condition and repair, ordinary wear and tear excepted, and have not suffered any casualty or other material damage which has not been repaired in all material respects. (f) Except as listed in Section 3.18(f) of the Company Disclosure Schedule, (i) the Company Real Property is in compliance in all material respects with all applicable Laws; (ii) all costs and expenses of any labor, materials, supplies and equipment used in the construction of any improvements on the Company Real Property have been paid in full; (iii) all liquid and solid waste disposal, septic and sewer systems located on the Company Real Property are in good title condition and repair; subject to ordinary wear and tear, and in compliance in all material respects with all applicable Laws; (iv) the Company Real Property has all necessary legal access to water, gas and electrical supply and other required public utilities, fire and police protection, parking and means of its Owned direct access between the Company Real Property and personal property public streets over recognized curb cuts or easements; and valid leasehold interests in (v) neither the Company nor any Company Subsidiary has granted to any person any right or otherwise has the right option to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that acquire any of the Owned Company Real Property or Leased any interest relating thereto, or a right of first offer or right of first refusal to do so, or a right to receive any profit participation or other interest with respect to the Company Real Property listed on Schedule 9.05(bor any portion thereof. (g) was All material personal property owned by an Excluded the Company or a Company Subsidiary as or used in connection with the use or operation of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Company Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(bis set forth in Section 3.18(g) effective as of the date hereof Company Disclosure Schedule, and (iiithe Company or a Company Subsidiary has good and marketable title to such personal property, free and clear of all liens, except for liens that are immaterial or relate to debt or the other matters identified in Section 3.18(g) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Company Disclosure Schedule.

Properties. As (a) Thermage and each of its Subsidiaries have good and valid title to, or a valid leasehold interest in, all the material properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Thermage Balance Sheet (except for personal property sold since the date of the Initial Borrowing DateThermage Balance Sheet in the ordinary course of business consistent with past practice). All such properties and assets reflected in the Thermage Balance Sheet are free and clear of all Liens, except for Liens reflected on the Thermage Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially impair the use or value of the property or assets subject thereto. (b) Neither Thermage nor any of its Subsidiaries owns, or has ever owned, any real property. Section 4.16(b) of the Thermage Disclosure Schedule 9.05(a) sets forth a list of all real property currently leased, subleased or licensed by or from Thermage or any of its Subsidiaries or otherwise used or occupied by Thermage or any of its Subsidiaries for the operation of business (the “Thermage Leased Real Property”), the address, name of the lessor, licensor, sublessor, master lessor or lessee and date of the lease, license, sublease or other occupancy right and each amendment thereto. (c) Thermage has provided or made available to Reliant true, correct and complete list copies of all Owned Real Property and leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Thermage Leased Real Property Property, including all amendments, terminations and modifications thereof (the “Thermage Lease Agreements”); and there are no other Thermage Lease Agreements for real property to which Thermage or any of each Credit Party (its Subsidiaries is bound, other than Target those identified in Section 4.16(c) of the Thermage Disclosure Schedule. To the knowledge of Thermage, all such Thermage Lease Agreements are valid and effective. With respect to the Thermage Lease Agreements, there is no existing default or event of default by Thermage or any of its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)nor, in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit PartiesThermage, no default by any other party to any such Leasethereto, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of Thermage, no circumstance or event exists which with notice or lapse of time, or both, would constitute a default under any Thermage Lease Agreement. There are no other parties occupying, or with a right to occupy, the Borrower that any of the Owned Real Property or Thermage Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Property.

Properties. As Section 3.2(o)(i) of the Initial Borrowing Date, Schedule 9.05(a) Parent Disclosure Letter sets forth in all material respects a true, correct and complete list of all Owned Real Property and Leased Real Property (A) the address of each Credit Party real property owned or leased (other than Target and for the avoidance of doubt, as lessor or lessee) by Parent or any of its Subsidiaries, name of the entity owning or leasing, whether such property is owned, leased, ground leased or subleased (all such real property interests, together with all right, title and interest of Parent and any of its Subsidiaries in and to (1) all buildings, structures and other improvements and fixtures located on or under such real property and (2) all easements, rights and other appurtenances to such real property, and subject to any easements, impairments, rights and other appurtenances affecting such real property, are individually referred to herein as a “Parent Property” and collectively referred to herein as the “Parent Properties”) and Schedule 9.05(b(B) the address of each real property owned or leased by any of the Parent Joint Ventures, name of the entity owning or leasing, whether such property is owned, leased, ground leased or subleased (all such real property interests, together with all right, title and interest of the Parent Joint Ventures in and to (1) all buildings, structures and other improvements and fixtures located on or under such real property and (2) all easements, rights and other appurtenances to such real property, and subject to any easements, impairments, rights and other appurtenances affecting such real property, are individually referred to herein as a “Parent Joint Venture Property” and collectively referred to herein as the “Parent Joint Venture Properties”). Section 3.2(o)(i) of the Parent Disclosure Letter sets forth in all material respects a true, correct and complete list of all Owned Real Property the address of each facility and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effectreal property which, as of the Initial Borrowing Date (a) (i) each date of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each casethis Agreement, is valid and enforceable in accordance with its terms and under contract by Parent, a Subsidiary of Parent or any Parent Joint Venture for purchase or which is in full force and effectrequired under a written agreement to be leased or subleased as tenant or subtenant by Parent, and (b) to a Subsidiary of Parent or any Parent Joint Venture after the knowledge date of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease existsthis Agreement. Except as set forth on Schedule 9.05(aSection 3.2(o)(i) or (b), each of the Credit Parties has good title to all Parent Disclosure Letter, there are no real properties that Parent or any of its Owned Real Property and personal property and valid leasehold interests in (Subsidiaries is obligated to buy, lease or otherwise has the right to use)sublease at some future date. None of Parent, all any of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above Subsidiaries or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property Parent Joint Ventures owns or Leased Real Property listed leases any real property which is not set forth on Schedule 9.05(bSection 3.2(o)(i) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Parent Disclosure Letter.

Properties. As Neither the Company nor any of its Subsidiaries owns any real property or is party to any agreement to purchase or sell any real property. Section 4.21 of the Initial Borrowing Date, Company Disclosure Schedule 9.05(a) sets forth a correct true and complete list of all Owned real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries (each, a “Leased Real Property”), including, for those Leased Real Properties in respect of which the Company or any of its Subsidiaries has annual rental obligations of $500,000 or more (the “Material Leased Property”), (A) the address for each Material Leased Property, (B) current rent amounts payable by the Company or its Subsidiaries related to such Material Leased Property and Leased Real Property of each Credit Party (other than Target and its SubsidiariesC) and Schedule 9.05(b) sets forth a correct true and complete list of all Owned Real Property material leases, subleases, licenses, concessions and Leased Real Property other agreements pursuant to which the Company or any of Target and its Subsidiaries which are expected holds any Material Leased Property (each, a “Lease Agreement”) (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Material Leased Property (including the date and name of the parties to become Credit Parties on or after such Lease Agreement document). The Company has delivered to Parent a true and complete copy of each such Lease Agreement and the Merger Closing DateCompany is not party to any oral Lease Agreement. Except as could not reasonably be expected to have a Material Adverse Effect, as set forth in Section 4.21 of the Initial Borrowing Date (a) Company Disclosure Schedule: (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is the Lease Agreements with respect to the Material Leased Property are valid and enforceable in accordance with its terms binding obligations of the Company and is in full force and effect, and ; (bii) to the knowledge of the Borrower and the other Credit Parties, no default by any party Lease Agreement is subject to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens Lien other than Permitted Liens. Notwithstanding anything , including any leasehold mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any third party any interest in the Company’s leasehold interests or any right to the contrary contained above use or elsewhere in this Agreementoccupancy of any Material Leased Property; (iii) the Company and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Lease Agreement and, from time to time, if it comes to the knowledge Knowledge of the Borrower that Company, neither the Company nor any of its Subsidiaries nor any other party to each Lease Agreement is in breach or default under such Lease Agreements, and to the Owned Real Knowledge of the Company no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default, or permit the termination, modification or acceleration of rent under such Lease Agreements; (iv) with respect to each Material Leased Property, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person a right to use or occupy such Material Leased Property or any portion thereof; (v) the Company’s and each of its Subsidiaries’ possession and quiet enjoyment of the Material Leased Property under each Lease Agreement has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to each Lease Agreement; (vi) no security deposit or portion thereof deposited with respect to each Lease Agreement has been applied in respect of a breach or default under such Lease Agreements which has not been redeposited in full; (vii) neither the Company nor any of its Subsidiaries owes any brokerage commissions or finder’s fees with respect to each Lease Agreement; and (viii) the other party to each Lease Agreement is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any of its Subsidiaries. The Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as comprises all of the Initial Borrowing Datereal property used or intended to be used in, or otherwise related to, the Borrower business of the Company or any of its Subsidiaries. For the avoidance of doubt, in no event shall notify any customer Contract of the Administrative Agent Company or any of same and such Owned Real Property and/or Leased Real Property shall automatically its Subsidiaries be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property constitute a Lease Agreement hereunder nor shall automatically anything in this Section 4.21 otherwise be deemed removed from Schedule 9.05(a)to apply to any such customer Contract.

Properties. As of The Borrower and its Restricted Subsidiaries each has good and marketable title to, and beneficial ownership of, all the Initial Borrowing properties owned by it, including, after the Closing Date, Schedule 9.05(a) sets forth a correct all property reflected in the most recent balance sheet referred to in Section 5.09(b), free and complete list clear of all Owned Liens, other than Prior Liens and Permitted Encumbrances. Schedule 5.16 lists the addresses and locations of all Real Property owned and Leased Real Property of leased by the Borrower and each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, such Restricted Subsidiary as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease existsClosing Date. Except as set forth on Schedule 9.05(a5.16 (including as supplemented from time to time pursuant to Section 6.01(n)) the Borrower and its Restricted Subsidiaries own or (b)lease no other Real Property. Each of the Borrower and its Restricted Subsidiaries holds all material licenses, certificates of occupancy or operation, water rights and similar certificates and clearances of municipal and other authorities necessary to own and operate its Real Property in the manner and for the purposes currently operated by such party which if not obtained or maintained would have a material adverse effect upon the value of such Real Property. With respect to the leases of Real Property reflected on Schedule 5.16, the Borrower or the applicable Restricted Subsidiary of the Borrower is in compliance with all material provisions of each such lease. With respect to all leases of Real Property by each of the Credit Parties Borrower and its Restricted Subsidiaries, no event has good title to all occurred which (with the giving of its Owned Real Property and personal property and valid leasehold interests in (notice or otherwise has the right to usepassage of time or both), all would impair any right of its Leased Real Propertysuch Person to exercise and obtain the benefit of any options contained in any material lease; there is no material default or basis for acceleration, repossession or termination by the landlord under any lease, nor has any event occurred which (with the giving of notice or the passage of time or both) would constitute a default or result in each case as is necessary to or permit the conduct repossession, acceleration of its business in any obligation under, or termination of, any material lease by the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)landlord.

Properties. As (a) Section 3.16(a) of the Initial Borrowing Date, Schedule 9.05(a) Company Disclosure Letter sets forth a correct complete and complete accurate list of all real property owned by the Company and each of its Subsidiaries (collectively, the “Owned Real Property”). The Company or each of its Subsidiaries, as applicable, holds fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Section 3.16(b) of the Company Disclosure Letter sets forth a complete and accurate list of all real property leased, subleased or licensed by the Company or its Subsidiaries (collectively “Leased Real Property”) and, together with the Owned Real Property, the “Real Property”) and the location of the Leased Real Property, the name and address of each landlord thereunder and the address where rent is required to be paid (if different from the address of the landlord). Each of the Company and/or its Subsidiaries, as applicable, owns a valid leasehold or subleasehold estate in the demised premises described in the applicable lease or sublease. The Real Property is not subject to any Encumbrances. (c) Section 3.16(c) of the Company Disclosure Letter identifies each lease or sublease (together with each and every amendment, modification, supplement, notice of exercise of rights, side letters or other agreements related thereto) under which the Leased Real Property of each Credit Party (other than Target and is occupied by the Company and/or its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list , as applicable (collectively, the “Company Leases”). Neither the Company nor any of all Owned Real Property and Leased Real Property of Target and its Subsidiaries has, and to the Company’s knowledge, none of the other parties thereto have, violated in any material respect any provision of, or committed or failed to perform any act, and no event or condition exists, which are expected with or without notice, lapse of time or both would constitute a material default by the Company or any of its Subsidiaries, and to become Credit Parties on the Company’s knowledge, none of the other parties thereto, under the provisions of any Company Lease, and neither the Company nor any of its Subsidiaries has received notice of any of the foregoing. Each of the Company Leases is in full force and effect and is enforceable against the Company or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effectits Subsidiaries, as of the Initial Borrowing Date (a) (i) case may be, and, to the Company’s knowledge, against each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)other party thereto, in each case, is valid and enforceable in accordance with its terms and is shall not cease to be in full force and effecteffect as a result of the transactions contemplated by this Agreement. The Company has made available to Parent true, correct and complete copies of all Company Leases. The Company has not received any notice of any assignment, pledge or hypothecation by any landlord of the Company Leases or the rents payable thereunder. (bd) There are no written or oral subleases, licenses, concessions, occupancy agreements or other contractual obligations granting to any other Person the right of use or occupancy of the Real Property by the Company or any of its Subsidiaries and there is no Person (other than the Company or its Subsidiaries) in possession of the Real Property. All facilities and equipment owned or leased by the Company or any of its Subsidiaries are in a state of repair so as to be adequate for their current and intended uses. No condemnation Action is pending or, to the knowledge Company’s knowledge, threatened, that would preclude or materially impair the use of any Real Property. There are no service contracts or management agreements applicable to the Borrower and Real Property to which the other Credit Parties, no default by Company or any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in Subsidiaries is a party, other than those which may be terminated without penalty by Parent after Closing upon less than ninety (or otherwise has 90) days’ prior written notice. Neither the right to use), all Company nor any of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Subsidiaries has received written notice from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date Governmental Authority that any of the Leased Real Property listed on Schedule 9.05(ais in violation of any Law. (e) To the Company’s knowledge, each landlord under the Company Leases has completed all maintenance, repair and replacements and all upfit or improvements required to be completed by such landlord under the Company Leases. The Company and each of its Subsidiaries has completed all maintenance, repair and replacements and all upfit or improvements required to be completed by it as tenant under the Company Leases, and the demised premises and related improvements which are the subject of the Company Leases are in good condition for their current use and, to the Company’s knowledge, are free from structural defects or material deferred maintenance. There is leased by CFL then such Leased no any claim for any rent concessions, abatements, set-offs, reimbursements or any other claims against the landlords under the Company Leases whatsoever. Neither the Company nor any of its Subsidiaries has deposited any sums as and for security for the payment of rent and compliance with the terms of Company Leases. (f) To the Company’s knowledge, no petition or application to rezone or otherwise alter or amend the land use regulations affecting the Real Property shall automatically is pending nor, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries has received any notice of any violation of applicable zoning and land use regulations affecting the Real Property, and to the Company’s knowledge there are no present violations of applicable zoning and land use regulations affecting the Real Property. Neither the Company nor any of its Subsidiaries has received notice of any pending improvements, liens or special assessments to be deemed removed made against the Real Property from Schedule 9.05(a)any Governmental Authority for which the tenant under the Company Leases would be responsible.

Properties. As (a) Section 2.25(a) of the Initial Borrowing DateCompany Disclosure Schedule sets forth, Schedule 9.05(a) sets forth as of the date hereof, a true, correct and complete list of all the real property owned by the Company and its Subsidiaries (collectively, “Owned Real Property Property”). The Company has good and Leased marketable title to all Owned Real Property Property, free and clear of all Liens, except Permitted Liens. To the extent the same are in the Company’s actual or constructive possession, the Company has made available to Purchaser true, correct and complete copies of the most recent: (i) vesting deed, (ii) title commitment, (iii) owner’s title insurance policy, and (iv) survey of each Credit Party (other parcel of Owned Real Property, together with copies of any existing mortgages and/or deeds of trust, as well as any related promissory note(s). There are no encroachments from the Owned Real property onto adjacent property, nor are there any encroachments from any adjacent property onto the Owned Real Property. Other than Target the Owned Real Property, the Company and its SubsidiariesSubsidiaries do not own and have never owned any real property. (b) and Section 2.25(b) of the Company Disclosure Schedule 9.05(b) sets forth as of the date hereof, a true, correct and complete list of all Owned the real estate leases, subleases, licenses and occupancy agreements (together with any amendments, modifications, supplements, replacements, restatements and guarantees thereof or thereto, including any oral amendments, each, a “Real Property and Lease”) to which the Company or any of its Subsidiaries is a party with respect to all real property leased, subleased, licensed or otherwise used or occupied by the Company or any of its Subsidiaries on the date hereof (collectively, the “Leased Real Property Property”). The Company or each of Target and its Subsidiaries which has valid leasehold interests in the Leased Real Property, free and clear of all Liens, except for Permitted Liens, and with rights to quiet possession and quiet enjoyment that are expected to become Credit Parties on or after the Merger Closing Datenot violated. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) Each Real Property Lease is (i) each valid, binding and in full force and effect without material default thereunder by the lessee or, to the Knowledge of such Leases listed on Schedule 9.05(a) the Company, the lessor, and (ii) enforceable against the Company or the applicable Subsidiary and, to the Knowledge of the Company, any counterparty thereto. The Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Real Property Lease, and to the Knowledge of the Company, each counterparty to each Real Property Lease has in all material respects performed all obligations required to be performed by it under such leases Real Property Lease, and subleases listed no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material default on Schedule 9.05(b)the part of the Company or any of its Subsidiaries under any Real Property Lease. The Company has not failed and will not fail to exercise any right of renewal with respect to any Real Property Lease except in the ordinary course of business, consistent with past practice. The Company has made available to Purchaser a true, correct and complete copy of each Real Property Lease. (c) Except as set forth on Section 2.25(c) of the Company Disclosure Schedule, the consummation of the Transactions contemplated by this Agreement does not require the consent of any party to any Real Property Lease, and will not result in each casea breach of or default under such Real Property Lease or otherwise cause such Real Property Lease to cease to be legal, is valid valid, binding, enforceable and enforceable in accordance with its terms and is in full force and effecteffect on identical terms following the Closing. (d) Except as set forth on Section 2.25(d) of the Company Disclosure Schedule, and (b) to the knowledge Knowledge of the Borrower and Company, there is no fact or circumstance which exists that may lead to the other Credit Partiesmaterial impairment, no default by cancellation or early termination of any party to any such Real Property Lease, lease or sublease exists. Except as set forth on Schedule 9.05(aSection 2.25(d) or (b), each of the Credit Parties has good title Company Disclosure Schedule, to all the Knowledge of the Company, there is no fact or circumstance which exists that may lead to the material impairment of the use, value or occupancy of any Owned Real Property. (e) Neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any person a right to use or occupy all or any portion of any Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property. Other than the Company, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that there are no Persons occupying any portion of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary Property, as tenants-at-sufferance, trespassers or otherwise. There are no pending or, to the Knowledge of the Initial Borrowing DateCompany, threatened condemnation proceedings, other proceedings or enforcement actions against the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or or the Leased Real Property, nor has the Company received any notice from any insurance company or board of fire underwriters of any circumstance that could adversely impact the insurability of such property. (f) The Owned Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed constitute all of the interests in real property used or held for use by the Company in connection with the operation and conduct of the Company’s business, and no operations or conduct of the Company’s business takes place, occurs or is located on Schedule 9.05(a) is leased by CFL then such lands or premises other than those constituting the Owned Real Property and Leased Real Property. The Owned Real Property shall automatically be deemed removed from Schedule 9.05(a)and the Leased Real Property, taken together, constitute all real property required for, and together with all improvements thereon are sufficient for, the operation and conduct of the Company’s business in the ordinary course, as currently conducted and consistent with past practice. Neither the Owned Real Property or the Leased Real property nor the use or occupancy thereof violates in any way any applicable permits, licenses, approvals, certificates of occupancy, etc., and all permits, licenses, approvals, certificates of occupancy, etc. necessary for the conduct of the Company’s business in the ordinary course, as currently conducted and consistent with past practice have been obtained.

Properties. As (a) Except as set forth on the Liens Schedule, the Company owns good title to, or holds pursuant to valid and enforceable leases, all of the Initial Borrowing Datetangible personal property shown to be owned or leased by it on the Latest Balance Sheet, Schedule 9.05(a) sets forth a correct free and complete list clear of all Owned Real Property Liens, except for Permitted Liens. (b) The real property demised by the leases, subleases, licenses or other agreements pursuant to which the Company holds any real property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of the Company thereunder (together with all amendments, extensions, renewals, guaranties and other agreements with respect thereto, whether written or oral, collectively, the "Leases") described on the Leased Real Property Schedule constitutes all of each Credit Party the leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned the "Leased Real Property and Property"). The Leased Real Property of Target Leases are legal, valid, binding, enforceable and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower Company holds a valid and the other Credit Parties, no default by any party to any existing leasehold interest under each such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property Company's possession and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any quiet enjoyment of the Leased Real Property listed under each such Lease has not been disturbed and there are no disputes with respect to each such Lease. The Company has delivered or made available to Purchaser complete and accurate copies (or, in the case of any oral Lease, a written summary of the material terms thereof) of each of the Leases described on Schedule 9.05(a) the Leased Real Property Schedule, and none of such Leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Purchaser. Neither the Company nor any other party to any such Lease is leased in default in any material respect under any of such Leases, and no event has occurred which with notice, lapse of time or both would constitute a material breach or default by CFL then the Company nor any other party to any such Lease or permit the termination, modification or acceleration of rent under such Lease. The Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)or any portion thereof. The Company has not collaterally assigned or granted any other security interest in any Lease or any interest therein. (c) The Company does not own any real property. (d) The Leased Real Property constitutes all of the real property used or occupied by the Company in connection with the conduct of their businesses. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition and repair, free of any structural deficiencies or latent defects, and sufficient for the operation of the businesses of the Company.

Properties. As (a) Section 3.19(a) of the Initial Borrowing Date, Seller Disclosure Schedule 9.05(a) sets forth a correct true and complete list of all real property and interests in real property owned in fee by any Company, excluding OREO, any real property or interests in real property that are investment assets (each, an “Owned Real Property Property”). Each Company has good and Leased valid fee title to all Owned Real Property Property, free and clear of each Credit Party all Liens of any nature except for Permitted Liens. Seller has made available to Buyer a true and complete copy of all documents relating to the Owned Real Property. (other than Target and its Subsidiariesb) and Section 3.19(b) of the Seller Disclosure Schedule 9.05(b) sets forth a correct true and complete list of all Owned real property leased, subleased, licensed or occupied by any Company, as lessee, sublessee, licensee or occupant (each a “Real Property Lease,” with the real properties specified in such leases, subleases, licenses and occupancy agreements being referred to herein as a “Leased Real Property”). Seller has made available to Buyer a true and complete copy of each Real Property Lease. Each such Company has a legal, valid and enforceable leasehold interest under each of Target the Real Property Leases, subject to Permitted Liens and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse EffectEnforceability Exceptions, and neither Seller nor any of the Companies has received any written notice of any default under any Real Property Lease, and, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)Effective Date, in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit PartiesSeller, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a default by the Companies under any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property Leases. None of the Companies has assigned, sublet, transferred, disposed of, or permitted to exist any Lien, except for Permitted Liens, on its interest in any Real Property Lease. Seller has made available to Buyer true and personal property complete copies of the Real Property Leases as in effect as of the Effective Date, together with all material amendments, modifications or supplements, if any, thereto. (c) Each of the Companies is in possession of and has title to, or has legal, valid and enforceable leasehold interests in (or otherwise has the right legal, valid and enforceable rights under contract to use), all of its Leased Real Property, tangible personal property used in each case as is necessary to the conduct of its their respective businesses, as such business in is being conducted on the ordinary course, Effective Date and such tangible personal property is free and clear of all Liens Liens, other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).

Properties. As (1) Each of Borrower and its Subsidiaries owns good and marketable fee simple absolute title to all of the Initial Borrowing Datereal property purported to be owned by it, which real property is at the date hereof described in Schedule 9.05(a) sets forth a correct 6.13(1), and complete list good and marketable title to, or valid leasehold interests in, all other properties and assets purported to be leased by Borrower or any of its Subsidiaries. Each of Borrower and its Subsidiaries has received all Owned Real Property deeds, assignments, waivers, consents, non-disturbance and Leased Real Property recognition or similar agreements, bills of each Credit Party (sale and other than Target documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect Borrower's and its Subsidiaries) ' right, title and Schedule 9.05(b) sets forth a correct interest in and complete list of to all Owned Real Property and Leased Real Property of Target and its Subsidiaries such property except for such documents or actions the failure to obtain or accomplish which are expected to become Credit Parties on or after the Merger Closing Date. Except as could would not reasonably be expected to have a Material Adverse Effect, as . (2) All material real property leased at the date hereof by Borrower or any of the Initial Borrowing Date (a) (i) each of such Leases its Subsidiaries is listed on Schedule 9.05(a) and (ii) each 6.13(2). Each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect. Borrower has delivered to the Administrative Agent true and complete copies of each of such leases and all documents affecting the rights or obligations of Borrower or any of its Subsidiaries which is a party thereto, including, without limitation, any non-disturbance and (b) recognition agreements, subordination agreements, attornment agreements and agreements regarding the term or rental of any of the leases. Neither Borrower or any of its Subsidiaries nor, to the knowledge of the Borrower and the Borrower, any other Credit Parties, no default by any party to any such Leaselease is in default of its obligations thereunder or has delivered or received any notice of default under any such lease, lease nor has any event occurred which, with the giving of notice, the passage of time or sublease exists. Except both, would constitute a default under any such lease, except for defaults which in the aggregate have no Material Adverse Effect. (3) All components of all improvements included within the Properties owned or leased, as set forth on Schedule 9.05(a) lessee, by Borrower or any of its Subsidiaries (bcollectively, "Improvements"), each 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 Properties owned or leased by Borrower or any of its Subsidiaries are installed and operating and are sufficient to enable the real property owned or leased by Borrower and its respective Subsidiaries to continue to be used and operated in the manner currently being used and operated, and neither Borrower nor any of its Subsidiaries has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the Credit Parties has good title furnishing thereof. 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 Borrower or any of its Subsidiaries other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access. (4) All permits required to have been issued or appropriate to enable all real property owned or leased by Borrower or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which in the aggregate have no Material Adverse Effect. (5) Neither Borrower nor any of its Owned Real Property Subsidiaries has received any notice, or has any 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 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. (6) 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 personal restored or is in the process of being 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 governmental authorities. (7) Each of Borrower and valid leasehold interests in (its Subsidiaries owns, or otherwise has the right is licensed to use), all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by Borrower and its Subsidiaries does not infringe upon the rights of its Leased Real Propertyany other Person, except for any such infringements that, individually or in each case as is necessary the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (8) Borrower has completed the seismic remediation work relating to the conduct of its business Media City Center Project more particularly described in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the a separate written agreement between Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify and the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective dated as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)March 31, 2000.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a(a) sets forth GAC owns no real property. Attached hereto as DISCLOSURE SCHEDULE 3.14 is a correct and complete list containing a description of all Owned Real Property of GAC's, GAR's and Leased Real Property of each Credit Party Air Response's leasehold interests in real property (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date"REAL PROPERTY"). Except as could expressly set forth on DISCLOSURE SCHEDULE 3.14, such Real Property is free and clear of Security Interests, and is not reasonably be expected subject to have a Material Adverse Effectany rights of way, as building use restrictions, exceptions, variances or limitations that interfere with the use of such property in the conduct of the Initial Borrowing Date (a) (i) each business. All Real Property leases used in the conduct of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)the Business are described in DISCLOSURE SCHEDULE 3.14, in each case, is valid and enforceable in accordance with its terms and is are in full force and effect, and the Subsidiaries (bas applicable) to the knowledge hold valid and existing leasehold interests under each of the Borrower leases for the terms set forth on such schedule. The Company, CC, or the Subsidiaries (as applicable) 13 have delivered to Buyer complete and accurate copies of all such leases. Neither the Company, CC, nor any of the Subsidiaries (as applicable) has received notice of any default under the leases and neither the Company, CC, nor any of the Subsidiaries (as applicable) are in default under any of the leases. No person has the right to terminate or accelerate performance under or otherwise modify (including upon the giving notice or the passage of time) any of such leases, except in accordance with the provisions thereof. The Real Property, is in good condition and repair, normal wear and tear excepted, and is free from any defects of a material nature. To the Company's, CC's or the Subsidiaries' (as applicable) Knowledge, there are no existing structural defects on any of the properties. The plumbing, mechanical, heating, ventilation, air conditioning, electric wiring and water and sewage systems are in good working order. Except as otherwise set forth on DISCLOSURE SCHEDULE 3.14, the Company, CC, or the Subsidiaries (as applicable) have full and unrestricted legal and equitable title to all such properties and assets. The operation of the Business on the Real Property in the manner in which they are now and have been operated does not violate any zoning ordinances, municipal regulations, or other Credit Partiesrules, no default by any party to any such Leaseregulations, lease or sublease existslaws. Except as set forth on Schedule 9.05(aDISCLOSURE SCHEDULE 3.14, no covenants, easements, rights-of-way, or regulations of record impair the uses of the Real Property for the purposes for which they are now operated in the operation of the Business. The Subsidiaries (as applicable) have not received any notices, demands, or other directives from any governmental bodies with jurisdiction over the Real Property asserting that any current or past use of or condition on or about the Real Property, or any part thereof, may violate any federal, state, or local laws, rules, or regulations (including without limitation, Environmental Law) or any notice stating that any part of the Real Property may be subject to condemnation or similar proceedings. None of the Company, CC, or the Subsidiaries is a "foreign person" as that term is defined in Section 1455 of the Code, as amended, and applicable regulations. (b), ) Set forth on DISCLOSURE SCHEDULE 3.14 is a complete list of (a) each vehicle owned or leased by GAC and (b) each asset of the Credit Parties GAC with a book value or fair market value greater than $5,000. GAC has good and marketable title to all of its Owned Real Property and personal property and to, or a valid leasehold interests in (or otherwise has the right to use)interest in, all of its Leased Real Propertyassets, including without limitation, the assets listed in each case as is necessary to DISCLOSURE SCHEDULE 3.14, the assets reflected on the August 31, 2001 balance sheet and all assets used by GAC in the conduct of its business the Business, subject to no Security Interests, except for minor imperfections of title and encumbrances that do not materially detract from or materially interfere with the present use or value of such assets and Security Interests disclosed in DISCLOSURE SCHEDULE 3.3(b). All facilities, machinery, equipment, fixtures, vehicles and other tangible personal property owned, leased or used by GAC are in good operating condition and repair, normal wear and tear excepted, are reasonably fit and usable for the purposes for which they are being used, will not likely require major overhaul or repair in the ordinary courseforeseeable future, free of are adequate and sufficient for GAC's business, as presently conducted, and substantially conform with all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreementapplicable laws, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same rules and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)regulations.

Properties. As All of the Initial Borrowing Date, real estate owned by the Trust (the "Trust Properties") is set forth in Schedule 9.05(a5.13. The Trust has made available to Lexington for inspection title insurance policies obtained by the Trust in connection with the acquisition of the Properties (the "Title Policies") sets forth a correct and complete list surveys ("Surveys") relating to the Trust Properties. The Trust has no knowledge of all Owned Real any encumbrance to title to any Trust Property and Leased Real or any survey matter affecting any Trust Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of matters listed in the title reports obtained by the Trust and delivered to Lexington with respect to such Leases listed on Schedule 9.05(a) and Trust Property (the "Title Reports"), (ii) each matters shown on the Survey with respect to such Trust Property, (iii) customary ordinances and regulations, including zoning ordinances and building codes, affecting building use or occupancy, none of such leases and subleases listed on Schedule 9.05(b)which are, in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower Trust, violated by the present use of the related Trust Property, (iv) matters listed in Schedule B of the Title Policies, and (v) matters disclosed in Schedule 5.13. Schedule 5.13 sets forth all of the Title Policies of the Trust relating to the Trust Properties and such policies are, at the date hereof, in full force and effect and no claims have been made against any such policies. To the knowledge of the Trust, except as set forth in Schedule 5.13, the Trust has obtained all certificates, permits and licenses from any governmental authority having jurisdiction over any of the Trust Properties which are not the responsibility of tenants and no tenant, to the knowledge of the Trust, has failed to obtain any such certificate, permit or license. All agreements, easements and other rights which are necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the Trust Properties, have been obtained and are in full force and effect and the other Credit Parties, no default by any party Trust has not received notice with respect to the termination or breach of any such Leaseeasements, lease agreements or sublease existsother rights. Each Trust Property is in full compliance with all governmental permits, licenses and certificates except where the failure to be in compliance would not be reasonably likely to have a Trust Material Adverse Effect. Except as set forth on in Schedule 9.05(a) 5.13, no notice of any violation of any federal, state or (b)municipal law, each ordinance, order, regulation or requirements affecting any portion of any of the Credit Parties Trust Properties has good title been issued by any governmental authority which has not been remedied or cured. There are no material structural defects relating to all any of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use)Trust Properties, all of its Leased Real Property, in each case except as is necessary to the conduct of its business set forth in the ordinary coursereports referred to in Schedule 5.13. The building systems of each Trust Property are in working order in all material respects, free except as set forth in the reports referred to Schedule 5.13. Except as set forth in Schedule 5.13, there is no physical damage to any Trust Property in excess of $25,000 for which there is no insurance in effect covering the full cost of the restoration. Except as set forth in Schedule 5.13, there is no current renovation or restoration or tenant improvements ongoing to any Trust Property or any portion thereof, nor is there any renovation, restoration, or tenant improvement which the Trust has committed to undertake, the cost of which exceeds, or would be likely to exceed, $25,000 individually. Except as disclosed in Schedule 5.13, the use and occupancy of each Trust Property complies in all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreementmaterial respects with all applicable codes and zoning laws and regulations and there is no pending or, from time to time, if it comes to the knowledge of the Borrower Trust, any 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 Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes Trust Properties. The Trust has not received any notice to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date effect that (A) any betterment assessments have been levied against, or any condemnation or rezoning proceedings are pending or threatened with respect to any of the Leased Real Property listed Trust 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 buildings or other improvements on any of the Trust Properties or by the continued maintenance, operation or use of the parking areas except as set forth in Schedule 5.1(c). Except as disclosed on Schedule 9.05(a5.13, there are no contingent liabilities or amounts owed by the Trust to third parties (excluding any obligations with respect to mortgage loans encumbering the Properties) is leased by CFL then such Leased Real with respect to any Property shall automatically be deemed removed from Schedule 9.05(a)including, without limitation, those for leasing commissions, asset management fees or brokerage fees.

Properties. As (a) Each Borrower and Guarantor has good and marketable title to, valid leasehold interests in, or valid licenses to use, all property and assets material to its business, free and clear of the Initial Borrowing Dateall Liens, except Permitted Liens. All such properties and assets are, and will be maintained, in good working order and condition, ordinary wear and tear excepted. (b) Schedule 9.05(a) 5.15 sets forth a correct complete and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effectaccurate list, as of the Initial Borrowing Effective Date (a) (i) of the location, by State and street address, of all Real Property owned or leased by Parent and any Subsidiary of Parent. As of the Effective Date, each of such Borrower and Guarantor has valid leasehold interests in the Leases listed described on Schedule 9.05(a) 5.15 to which such Borrower and (ii) each of Guarantor is a party. Each such leases Lease is in full force and subleases listed on Schedule 9.05(b), in each case, effect and is valid and enforceable against each Borrower and Guarantor that is a party thereto and, to the knowledge of such Borrower and Guarantor, all other parties thereto in accordance with its terms in all material respects, except as to those Leases identified in Schedule 5.15 where the consent to the assignment of such Lease as 80 part of the applicable Acquisition is required under the terms of such Lease and such consent has not been obtained, provided, that, no such Lease is material to the business of Borrowers taken as a whole. No consent or approval of any landlord or other third party in full force connection with any such Lease is necessary for any Borrower or Guarantor to enter into and effect, and (b) execute the Loan Documents or the Acquisition Documents to which it is a party except as set forth on Schedule 5.15. To the knowledge of the any Borrower and the or Guarantor, (i) no other Credit Partiesparty to any such Lease is in default in any material respect of its obligations thereunder, (ii) no default by Borrower or Guarantor (or any party to any such Lease, lease ) has at any time delivered or sublease exists. Except as set forth on Schedule 9.05(areceived any notice of default which remains uncured (beyond applicable notice and cure periods) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that under any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof Lease and (iii) if it comes as of the Effective Date (after giving effect to the knowledge Acquisitions), no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default under any such Lease, except as to those Leases identified in Schedule 5.15 where the consent to the assignment of such Lease as part of the Borrower within five Business Days applicable Acquisition is required under the terms of such Lease and such consent has not been obtained, provided, that, no such Lease is material to the Initial Borrowing Date that any business of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Borrowers taken as a whole.

Properties. As (a) Each of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct Borrower and complete list its ---------- Subsidiaries and Eligible Minority Holdings own good and marketable fee simple absolute title to all of all Owned the Real Property and Leased purported to be owned by them, which Real Property is at the date hereof described in Schedule 3.05(a), and good and marketable title to, or valid leasehold interests in, all other properties and assets purported to be leased by the Borrower or any of each Credit Party (its Subsidiaries or Eligible Minority Holdings. Each of the Borrower and its Subsidiaries or Eligible Minority Holdings received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other than Target documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect Borrower's and its Subsidiaries) ' or Eligible Minority Holdings' right, title and Schedule 9.05(b) sets forth a correct interest in and complete list of to all Owned Real Property and Leased Real Property of Target and its Subsidiaries such property except for such documents or actions the failure to obtain or accomplish which are expected to become Credit Parties on or after the Merger Closing Date. Except as could would not reasonably be expected to have a Material Adverse Effect, as . (b) All material Real Property leased at the date hereof by the Borrower or any of the Initial Borrowing Date (a) (i) each of such Leases its Subsidiaries or Eligible Minority Holdings is listed on Schedule 9.05(a) and (ii) each 3.05(b). Each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect. The Borrower has delivered to the Administrative Agent true and complete copies of each of such leases and all documents affecting the rights or obligations of the Borrower or any of its Subsidiaries or Eligible Minority Holdings which is a party thereto, including, without limitation, any non-disturbance and (b) recognition agreements, subordination agreements, attornment agreements and agreements regarding the term or rental of any of the leases. None of the Borrower or any of its respective Subsidiaries or Eligible Minority Holdings nor, to the knowledge of the Borrower and the Borrower, any other Credit Parties, no default by any party to any such Leaselease is in default of its obligations thereunder or has delivered or received any notice of default under any such lease, lease nor has any event occurred which, with the giving of notice, the passage of time or sublease exists. Except both, would constitute a default under any such lease, except for defaults which in the aggregate have no Material Adverse Effect. (c) All components of all improvements included within the Projects owned or leased, as set forth on Schedule 9.05(a) lessee, by the Borrower or any of its Subsidiaries or Eligible Minority Holding (bcollectively, "Improvements"), each 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 Projects owned or leased by the Borrower or any of its Subsidiaries or are installed and operating and are sufficient to enable the Real Property owned or leased by the Borrower and its respective Subsidiaries or Eligible Minority Holdings to continue to be used and operated in the manner currently being used and operated, and neither Borrower nor any of its Subsidiaries or Eligible Minority Holdings has any knowledge of any factor or condition that reasonably could be expected to result in the termination or material impairment of the Credit Parties has good title furnishing thereof. 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 any of its Subsidiaries or Eligible Minority Holdings other than for access provided pursuant to a recorded easement or other right of way establishing the right of such access. (d) All Permits required to have been issued or appropriate to enable all Real Property owned or leased by the Borrower or any of its Subsidiaries or Eligible Minority Holdings to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which in the aggregate have no Material Adverse Effect. (e) Neither Borrower nor any of its Owned Subsidiaries or Eligible Minority Holdings has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property and personal property and valid leasehold interests in (owned or otherwise has leased by the right to use), all Borrower or any of its Leased Subsidiaries or Eligible Minority Holdings or any part thereof, or any proposed termination or impairment of any parking at any such owned or leased Real PropertyProperty or of any sale or other disposition of any Real Property owned or leased by the Borrower or any of its Subsidiaries or Eligible Minority Holdings or any part thereof in lieu of condemnation, which in the aggregate, are reasonably likely to have a Material Adverse Effect. (f) Except for events or conditions not reasonably likely to have, in each case as is necessary to the conduct aggregate, a Material Adverse Effect, (i) no portion of any Real Property owned or leased by the Borrower or any of its business Subsidiaries or Eligible Minority Holdings 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 the Borrower or any of its Subsidiaries or Eligible Minority Holdings is located in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge a special flood hazard area as designated by any Federal Governmental Authorities. (g) Each of the Borrower that any of and its Subsidiaries and Eligible Minority Holdings owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned use thereof by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify and its Subsidiaries and Eligible Minority Holdings and does not infringe upon the Administrative Agent rights of same and any other Person, except for any such Owned Real Property and/or Leased Real Property shall automatically infringements that, individually or in the aggregate, could not reasonably be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes expected to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)result in a Material Adverse Effect.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Except as set forth in Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b4.4(a), in each case, is valid Seller has not received any written notice to the effect that any condemnation or involuntary rezoning proceedings are pending or threatened with respect to any of the Properties and enforceable in accordance with its terms and is in full force and effect, and Seller has no Knowledge of any such proceedings. (b) to The rent rolls and other disclosure schedules attached hereto as part of Schedule 4.4(b) (collectively, the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists“Rent Roll”) list all Leases. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use4.4(b), all of its Leased Real PropertyLeases are in full force and effect. The Rent Roll is true, correct and complete in each case all material respects. Except as is necessary entered into by Seller pursuant to the conduct express terms of its business Section 6.2 and except as set forth on Schedule 4.4(c)-1 hereof, no Leases shall exist on the Closing Date other than the Leases listed on the Rent Roll. “Lease” means each lease, license or other right of occupancy affecting or relating to a Property in which Seller is the ordinary courselandlord, free either pursuant to the lease agreement or as successor to any prior landlord (including all amendments, modifications, supplements, renewals, extensions, guarantees and other documents and agreements executed by a Tenant or guarantor with respect thereto), but shall not include subleases, franchise agreements, concession agreements or similar occupancy agreements entered into by Tenants or subtenants which by their nature are subject to Leases. Seller has delivered to Purchaser true, correct and complete copies of all Liens Leases. Each Tenant under the Leases is a bona fide tenant in possession or has a right to possession of the premises demised thereunder. Each of the Leases is in full force and effect and except as disclosed on the Rent Roll, none of the Leases has been modified, amended or rescinded. The rights of each Tenant thereunder are as tenants only and, to Seller’s Knowledge, none of the Leases has been assigned by the Tenant. Seller has not received any advance payment of rent (other than Permitted Liens. Notwithstanding anything to for the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge current month) on account of the Borrower that any of the Owned Real Property or Leased Real Property listed Leases except as shown on Schedule 9.05(b) was owned by an Excluded Subsidiary as 4.4(b). All of the Initial Borrowing DateLeases are assignable by Seller as contemplated by this Agreement without the consent of any other party. Except as set forth in Schedule 4.3 or Schedule 4.4(b), to the Borrower shall notify Knowledge of Seller, (x) no Tenant is in material breach or default under (and there does not exist any condition which upon the Administrative Agent passage of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(btime or the giving of notice or both would cause a violation or default of any material term by any Tenant under) effective as of the date hereof any Lease, which breach or default remains uncured, and (iiiy) if Seller is not in material breach or default under (and there does not exist any condition which upon the passage of time or the giving of notice or both would cause a violation or default of any material term by Seller under) any Lease, which breach or default remains uncured. Seller has not received written notice that it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that is in material breach or default under any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Lease, which breach or default remains uncured.

Properties. As (a) Section 4.12(a) of the Initial Borrowing Date, Seller Disclosure Schedule 9.05(a) sets forth a correct true and complete list of all Owned Real Property. As of the date hereof, (i) Seller or one of its Subsidiaries, as applicable, has good and marketable fee simple title to all Owned Real Property, in each case free and clear of all Liens, (ii) Seller or its Subsidiaries have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and (iii) there are no reversion rights, outstanding options, rights of first offer or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize the Owned Real Property or any portion thereof or interest therein. (b) Section 4.12(b) of the Seller Disclosure Schedule sets forth a true and complete list, as of the date hereof, of all Optioned Real Property. Seller or one of its Subsidiaries, as applicable, has a valid option to acquire all Optioned Real Property pursuant to and in accordance with the terms of the relevant option or purchase agreement, in each case free and clear of all Liens. Seller has made available to Buyer a true and complete copy of each material option or purchase agreement under which the Optioned Real Property is held. There is no material default (or any event which with notice or lapse of time or both would constitute a default) under any such agreement by Seller or any Subsidiary of Seller or, to the Knowledge of Seller, by any other party thereto. (c) Section 4.12(c) of the Seller Disclosure Schedule sets forth a true and complete list, as of the date hereof, of all Leased Real Property and each lease, sublease, license or other Contract pursuant to which Seller or one of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Subsidiaries occupies such Leased Real Property (each, a “Real Property Lease”). Seller or one of Target its Subsidiaries, as applicable, has good and valid title to the leasehold estates in all Leased Real Property, in each case free and clear of all Liens and is in possession of each property purported to be leased, subleased or licensed under the applicable Real Property Lease. Each Real Property Lease is valid and binding on Seller or Subsidiary of Seller party thereto, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). The Seller or one of its Subsidiaries, and, to Seller’s Knowledge, each of the other parties thereto, has performed in all material respects all material obligations required to be performed by it under each Real Property Lease. There are no written or oral subleases, licenses, concessions or other contracts granting to any Person other than Seller or one of its Subsidiaries the right to use or occupy any Leased Real Property or any portion thereof. Neither Seller nor its Subsidiaries have collaterally assigned or granted any other security interest in any Real Property Lease or any interest therein. There are no developments affecting any Leased Real Property pending, or to the Knowledge of Seller, threatened, which are individually or in the aggregate, impair, or would reasonably be expected to become Credit Parties on impair, the value of the Leased Real Property to which they relate or after the Merger Closing Datepresent or intended use, occupancy and/or operation of such Leased Real Property. Except Seller has made available to Buyer a true and complete copy of each lease agreement under which the Leased Real Property is held (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). There is no material default (or any event which with notice or lapse of time or both would constitute a default) under any such lease by Seller or any Subsidiary of Seller or, to the Knowledge of Seller, by any other party thereto. (d) Section 4.12(d) of the Seller Disclosure Schedule correctly describes all tangible personal property used or held for use in the Business included in the Purchased Assets, including machinery, equipment, furniture, vehicles, fuel and other trade fixtures and fixed assets, which Seller or one of its Subsidiaries, as could applicable, owns, leases or subleases. Seller or one of its Subsidiaries, as applicable, has good and valid title to all tangible and intangible personal properties and assets necessary for the conduct of the Business as currently conducted (or to the leasehold estates in the case of leased personal property), free and clear of all Liens, except for any failure to have good and valid title that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (e) The Real Property includes all real property, and only such real property, as is used or held for use in connection with the conduct of the business and operations of the Business as heretofore conducted by Seller and as presently planned to be conducted by Buyer. (f) To Seller’s Knowledge, there is no pending or threatened condemnation or eminent domain proceeding with respect to any Real Property; no developer-related charges or assessments imposed by any Governmental Authority or other Person for improvements (or otherwise) against any Real Property held for development are unpaid, except for charges or assessments reflected in the Balance Sheet or incurred after the date of the Balance Sheet in the ordinary course of business; no Applicable Law or judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority exists or is pending before a Governmental Authority that restricts the development or sale of Real Property that is currently under development or being held for sale by Seller or any of its Subsidiaries; with respect to any Real Property that is under development as a subdivision or community, such subdivisions or communities under development are or will be supplied with utilities, including electricity, water, telephone, sanitary sewer and storm sewer, and other services necessary for the intended operation of such subdivisions or communities, all of which utilities and services are adequate for such operation pursuant to all Applicable Laws; the Real Property, and its continued use, occupancy and operation as currently used, occupied and operated, does not constitute a nonconforming use under any Applicable Law relating to building, zoning, subdivision and other land use. (g) No Real Property is located in a flood plain or an area that has been identified by the Secretary of Housing and Urban Development or any other Governmental Authority as an area having special flood hazards within the meaning of the national Flood Insurance Act of 1968. (h) Policies of title insurance (each a “Title Insurance Policy”) have been issued insuring, as of the Initial Borrowing Date (a) (i) effective date of each such Title Insurance Policy, the fee simple title of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease Seller or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all one of its Subsidiaries, as applicable, to or in all Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Optioned Real Property, in each case as is necessary subject to the conduct matters disclosed and exclusions listed on each such Title Insurance Policy. Section 4.12(h) of its business the Seller Disclosure Schedule sets forth a list of all such Title Insurance Policies. (i) To Seller’s Knowledge, no defective products have been used in the buildings and structures (including Homes) included in the Purchased Assets. Subject to the foregoing limitation as to Seller’s Knowledge regarding defective products, the buildings, structures and equipment included in the Purchased Assets have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary coursewear and tear excepted), free are adequate and suitable for their present and intended uses and, in the case of all Liens buildings and other structures (including the roofs thereof), are structurally sound. (j) None of the Purchased Assets, other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere Seller’s Class B Units in this AgreementStonegate and CHI’s Class B Units in UC Ventures, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by is an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)equity interest in an entity.

Properties. As (a) None of the Initial Borrowing DateStewardship Entities owns any real properties classified as OREO. (b) The real properties owned by, or demised by the leases to, Stewardship and Stewardship Bank are listed on Schedule 9.05(a4.15(a), and constitute all of the real property owned, leased (whether or not occupied and including any leases assigned or leased premises sublet for which Stewardship or Stewardship Bank remains liable (collectively, the “Real Property”)), used or occupied by Stewardship or Stewardship Bank in connection with their respective business operations. (c) sets forth Stewardship or Stewardship Bank owns good and marketable title to each parcel of real property identified on Schedule 4.15(c)(i) as being owned by Stewardship or Stewardship Bank (collectively, the “Owned Real Property”), free and clear of any Encumbrance, except for Permitted Encumbrances. Stewardship or Stewardship Bank possesses a correct valid leasehold interest in each parcel of real property identified on Schedule 4.15(c)(ii) as being demised by lease to Stewardship or Stewardship Bank (collectively, the Leased Real Property”), free and complete list clear of all any Encumbrances, except for Permitted Encumbrances. The Owned Real Property and the Leased Real Property are collectively referred to herein as the “Operating Real Property.” (d) Each parcel of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Operating Real Property and Leased has access sufficient for the conduct of the business as conducted by Stewardship or Stewardship Bank on such parcel of Operating Real Property of Target to public roads and its Subsidiaries which are expected to become Credit Parties on or after all utilities, including electricity, sanitary and storm sewer, potable water, natural gas, telephone, fiberoptic, cable television, and other utilities used in the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as operation of the Initial Borrowing Date (a) business at that location. To the Knowledge of Stewardship, (i) each neither Stewardship nor Stewardship Bank is in violation of such Leases listed on Schedule 9.05(a) any applicable zoning ordinance or other Law relating to the Operating Real Property, and (ii) neither Stewardship nor Stewardship Bank has received any written notice of any such violation or the existence of any condemnation or other proceeding with respect to any of the Operating Real Property. To the Knowledge of Stewardship, the buildings and other improvements are located within the boundary lines of each parcel of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effectOperating Real Property, and (b) do not encroach over applicable setback lines. To the Knowledge of Stewardship, there are no improvements contemplated to be made or required by any Governmental Entity, the knowledge costs of which are to be assessed as assessments, special assessments, special Taxes or charges against any of the Borrower Operating Real Property. (e) Each of Stewardship and Stewardship Bank has good and marketable title to, or a valid leasehold interest in, the machinery, equipment and other Credit Partiestangible assets and properties used by it, no default by any party to any such Leaselocated on the Operating Real Property or shown in the Latest Stewardship Balance Sheet, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b)free and clear of all Encumbrances, each except for Permitted Encumbrances and properties and assets disposed of in the Ordinary Course of Business since the date of the Credit Parties has good title to all Latest Stewardship Balance Sheet. (f) To the Knowledge of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use)Stewardship, all of its Leased Real Propertythe buildings, fixtures, furniture and equipment necessary for the conduct of the business of Stewardship or Stewardship Bank are in each case as is adequate condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business. Each of Stewardship and Stewardship Bank owns, or leases under valid leases, all buildings, fixtures, furniture, personal property, land improvements and equipment necessary to for the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if as it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)presently being conducted.

Properties. As (a) Except as set forth in Schedule 4.5(a) of the Initial Borrowing DateDisclosure Schedule, Schedule 9.05(anone of Hickory and the Subsidiaries has Knowledge of or received any written notice to the effect that any condemnation or involuntary rezoning proceedings are pending or threatened with respect to any of the Properties. (b) sets forth The rent rolls delivered pursuant to a separate disclosure statement (the "Rent Roll") list each Lease in effect as of the dates of the Rent Roll. To the Knowledge of Hickory, the Rent Roll is true, correct and complete list as of all Owned Real Property the date thereof except no representation or warranty is made with respect to the commencement or expirations dates set forth therein or the legal names of any Tenant set forth therein. Except as entered into by Hickory pursuant to the express terms of Section 6.2 and Leased Real Property except as set forth on Schedule 4.5(c)-1 of each Credit Party (the Disclosure Schedule hereof, no Leases shall exist on the Closing Date other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth the Leases listed on the Rent Roll. "Lease" means each lease or other right of occupancy affecting or relating to a Property in which Hickory or any Subsidiary that is an owner of a Property is the landlord, either pursuant to the lease agreement or as successor to any prior landlord, but shall not include subleases, franchise agreements, concession agreements or similar occupancy agreements entered into by Tenants or subtenants which by their nature are subject to Leases. Hickory has made available to Down REIT true, correct and complete list copies of all Owned Real Property Leases in its or its Affiliates possession, including all amendments, modifications, renewals, extensions and Leased Real Property guarantees and supplements, and other occupancy agreements and outstanding default notices sent during the prior 12 calendar months with respect to the Leases. With respect to all Leases with a gross leasable area of Target 10,000 square feet or more, and its Subsidiaries which are expected to become Credit Parties on or after Hickory's Knowledge with respect to all other Leases, Hickory has made available to Down REIT true, correct and complete copies of all Leases, including all amendments, modifications, renewals, extensions and guarantees and supplements, and other occupancy agreements and outstanding default notices sent during the Merger Closing Date. Except as could not reasonably be expected prior 12 calendar months with respect to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)Leases, in each case, case as set forth on Schedule 4.5(b) of the Disclosure Schedule (subject to the missing documents as set forth on Schedule 4.5(b) of the Disclosure Schedule). Each tenant under the Leases is valid and enforceable a bona fide tenant in accordance with its terms and possession or has a right to possession of the premises demised thereunder. Each of the Leases is in full force and effecteffect and, except as disclosed on the Rent Roll, or on Schedule 4.5(b) of the Disclosure Schedule, to Hickory's Knowledge none of the Leases has been modified, amended or rescinded, the rights of each tenant thereunder are as tenants only, and none of the Leases has been assigned or sublet by the tenant. Schedule 2.7 of the Disclosure Schedule discloses all security and other deposits made by each of the tenants under the Leases which have not been applied as of the date of the Rent Roll. None of Hickory and the Subsidiaries has received any advance payment of rent (bother than for the current month) on account of any of the Leases except as shown on Schedule 4.5(b) of the Disclosure Schedule. All of the Leases are assignable by Hickory or an Assigning Subsidiary as contemplated by this Agreement after giving effect to the knowledge repayment of Indebtedness contemplated under this Agreement without the Borrower and consent of any other party other than the other Credit Parties, no default by any party to any such Lease, lease or sublease existslenders under the Assumed Indebtedness. Except as set forth on in Schedule 9.05(a4.5(b) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use)Disclosure Schedule, all of its Leased Real Property, in each case as is necessary to the conduct Knowledge of its business Hickory neither Hickory nor any Subsidiary that is an owner of a Property is in material breach or default under (and to the ordinary courseKnowledge of Hickory there does not exist any condition which upon the passage of time or the giving of notice or both would cause a violation or default of any material term by Hickory or the Subsidiaries under, free of all Liens other than Permitted Liensobtaining the consents contemplated hereunder) any Lease to which it is a party, which breach or default remains uncured, and neither Hickory nor any Subsidiary has received written notice that it is in material breach or default under any Lease to which it is a party, which breach remains uncured. Notwithstanding anything the foregoing representations, Down REIT acknowledges that Hickory shall have 10 Business Days from the -27- date hereof to supplement Schedule 4.5(b) of the Disclosure Schedule as to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge list of the Borrower that any Leases and all amendments and modifications thereto for Leases with a gross leasable area of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)less than 7,000 square feet.

Properties. As (a) Sections 2.01(a), 2.01(b) and 2.01(c) of the Initial Borrowing DateSeller Disclosure Schedule correctly identify all of the Refinery Land, Refinery Real Property Leases and appurtenant Refinery Easements used or held for use in the operation of the Business as currently conducted. The fixed asset registries listed on Section 3.10(a) of the Seller Disclosure Schedule 9.05(aunder the heading “Fixed Asset Registries” which were delivered to Buyer in the project data room list the material fixed assets of the Business which are owned by Seller or its Subsidiaries, as of the dates indicated on Section 3.10(a) sets forth a correct of the Seller Disclosure Schedule under the heading “Fixed Asset Registries” next to the applicable registry, excluding any assets owned by the ventures or entities the equity interests of which make up the Included Meraux Equity Interests. (b) Seller or one of its Subsidiaries has good and complete list marketable title to, or in the case of any Leased Refinery Real Property, has valid leasehold interests in, or in the case of any Refinery Easements, has valid interests in, all Refinery Real Estate Interests and the Office Properties free and clear of all Owned Real Property and Leased Real Property of each Credit Party (Liens, other than Target the Permitted Liens. Seller or one of its Subsidiaries has good title to, leases or has the legal right to use all other Purchased Assets (that is, those Purchased Assets other than Refinery Real Estate Interests), or in the case of Seller’s contract rights, receive the benefits of such Purchased Assets, free and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list clear of all Owned Real Property Liens except Permitted Liens, except for properties and Leased Real Property assets sold in the ordinary course of Target and its Subsidiaries which are expected business consistent with past practices or where the failure to become Credit Parties on have such good title or after the Merger Closing Date. Except as could valid leasehold interest would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. The Owned Refinery Real Property identified in Section 2.01(a) of the Seller Disclosure Schedule as Parcel 2 of Tract 5 (“Parcel 2”) is contiguous to the other Owned Refinery Real Property and is located on the ground in the general area as depicted for Parcel 2 on the map prepared by SunCoast Land Services, Inc. as set forth on Section 3.10(b) of the Seller Disclosure Schedule (adopted as “Tract 8” on said map). No Purchased Asset is subject to any Lien, except: (i) Liens disclosed on Section 3.10(b)(i) of the Seller Disclosure Schedule; (ii) Liens for Taxes, assessments and similar charges that are not yet due or are being contested in good faith; (iii) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business or that are not yet due and payable or are being contested in good faith; (iv) undetermined or inchoate liens or charges constituting or securing the payment of expenses which were incurred incidental to the conduct of the operations of the Business or the operation of the Purchased Assets if payment of the obligation secured thereby is not yet overdue or if the validity or amount thereof is being contested in good faith by Seller; (v) Liens created by law or which arise from leases, easements, rights-of-way or other real property interests for compliance with the terms of such leases, easements, rights-of- way or other real property interests (including the payment of rental fees or other charges), provided that they do not materially interfere with, impair or impede the operation or value of the Business as currently conducted by Seller; (vi) all reservations of record of minerals (without right of surface entry) in and under or that may be produced from any of the lands constituting part of the Refinery Real Estate Interests or on which any of the Purchased Assets are located; (vii) all easements, rights-of-way and restrictive covenants of record; (viii) all discrepancies in area, shortages in area, conflicts in boundary lines, encroachments or protrusions, overlapping of improvements or other state of facts that an accurate survey would show; provided that they do not materially interfere with, impede or impair the operation or value of the Business as currently conducted by the Seller; (ix) any defect that has been cured by applicable statutes of limitations or statutes for prescription; provided the Title Company is willing to insure against any such defect; (x) any defect affecting (or the termination or expiration of) any easement, right-of-way, leasehold interest, license or other real property interest which is replaced prior to Closing at Seller’s sole cost by an easement, right-of-way, leasehold interest, license or other real property interest constituting part of the Purchased Assets covering substantially the same rights to use the land or the portion thereof used by Seller or its Subsidiaries in connection with the operation of the Business or Facilities; (xi) Liens consisting of (A) rights reserved to or vested in any Governmental Authority to control or regulate any of the Purchased Assets or the operations of the Business or Facilities, and (B) rights under Applicable Law, including any building or zoning ordinances, in each case that do not materially interfere with, impede or impair the operation or value of the Business, or the use of the Owned Refinery Real Property as currently conducted by Seller; (xii) Liens under existing leases, licenses and similar agreements to the extent such constitute Assigned Contracts; (xiii) acts done or suffered to be done by, and judgments against, Buyer or its Affiliates and those claiming by, through or under Buyer or its Affiliates; (xiv) any agreement or contract entered into by the parties in accordance with the terms of this Agreement; (xv) all matters of record as of the Initial Borrowing Date Execution Date, but excluding any monetary Liens, purchase options and rights of first refusal; or (axvi) non-monetary Liens that do not materially interfere with, impede or impair the operation or value of the Refinery or the Business as conducted by Seller (iclauses (i)-(xvi) each of such this Section 3.10(b) are, collectively, the “Permitted Liens”). (c) Except for services provided pursuant to the Transition Services Agreement, the Purchased Assets and the rights provided to Buyer pursuant to Article 10 (subject to the limitations set forth therein) constitute all of the material rights, property and assets of Seller or its Subsidiaries necessary for the operation of the Business as currently conducted, subject to any limitations, disclosures or disclaimers expressly stated in this Agreement, and are generally adequate for the conduct of the Business as currently conducted. For the avoidance of doubt, the failure to obtain any consent, approval, waiver or authorization required in connection with any transfer or assignment to Buyer of a Purchased Asset shall not in and of itself constitute a breach of this Section 3.10(c) or any other representation or warranty in this Agreement. (d) There are no assets, contracts, licenses or permits which are material to the Business that are used or held for use primarily but not exclusively in connection with the Business, except for those assets, contracts, licenses or permits set forth on Section 3.10(c) of the Seller Disclosure Schedule under the heading “Non-Exclusive Assets”. For the avoidance of doubt, all Refinery Real Estate Interests and all tangible Equipment and inventories located at the Facilities are used exclusively in the Business. (e) Each of the Refinery Real Property Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, Refinery Easements is a valid and enforceable in accordance with binding agreement of Seller or one of its terms Subsidiaries and is in full force and effect, and (b) none of Seller or any of its Subsidiaries or, to the knowledge Knowledge of Seller, any other party thereto is in default or breach in any respect under the Borrower and the other Credit Parties, no default by any party to terms of any such LeaseRefinery Real Property Lease or Refinery Easement, lease except for any such failures to be valid and binding or sublease exists. in full force and effect, defaults or breaches which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (f) Except as set forth on Schedule 9.05(a) would not reasonably be expected to have, individually or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary courseaggregate, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreementa Material Adverse Effect, from time to time, if it comes to the knowledge of the Borrower that Seller has not received any written notice (i) for assessments for public improvements against any of the Owned Refinery Real Property Estate Interests, or Leased Real Property listed on Schedule 9.05(b(ii) was owned by an Excluded Subsidiary as regarding any pending condemnation, eminent domain or similar proceeding affecting all or any portion of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Refinery Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Estate Interests.

Properties. As 25.1 The Properties referred to in Schedule 4 (Properties) are the only Properties, used or occupied by the Company. 25.2 Part A and Part B of Schedule 4 (Properties) is accurate in all material respects. 25.3 The Company owns the Properties both legally and beneficially. 25.4 The Company has under its control all of the Initial Borrowing Datetitle deeds and documents listed in the Disclosure Letter necessary to prove its title to the Properties. 25.5 The Company holds the Properties subject to the Letting Documents but is otherwise in physical possession and actual occupation of the whole of the Properties. 25.6 There are no mortgages or charges, legal or equitable, fixed or floating, affecting the Properties. 25.7 There are no outstanding enforcement notices, stop notices or breach of condition notices as far as the Seller is aware and no enforcement action has been threatened in respect of the Properties. 25.8 The Seller has received no notice of any material outstanding disputes, actions, claims, demands or complaints in respect of the Properties. 25.9 In relation to each of the Properties referred to in Part A of Schedule 9.05(a4 (Properties) sets forth a correct and complete list which is leasehold so far as the Seller is aware: (A) the Properties are held under the terms of all Owned Real Property and Leased Real Property of each Credit Party the lease (other than Target and its Subsidiariesthe “Lease”) briefly referred to in Schedule 4 (Properties) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on no collateral assurances, undertakings or after the Merger Closing Date. Except as could not reasonably be expected to concessions have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default been made by any party to the Lease; (B) the documents of title to the Properties include any such consents required for the grant of the Lease; and (C) the rent and all other sums demanded and payable under the Lease have been paid to date and no notice has been received alleging any breach of any covenant or condition contained in the Lease or the part of the Company or in any licence, lease consent or sublease existsother document entered into supplemental to the Lease on the part of the tenant have been in all material respects observed and performed to date. 25.10 In relation to the Properties all material details of the leases, tenancies, licences and agreements to which the Properties are subject are referred to in the Letting Documents. 25.11 The Seller has received no notice of any breach or non-compliance of the Offices, Shops and Railway Premises Xxx 0000, the Fire Precautions Xxx 0000 and the Health and Safety at Work etc. Except as set forth on Schedule 9.05(a) or (b)Xxx 0000. 25.12 Where required, a fire certificate has been issued for each of the Credit Parties Properties and the Seller has good title received no notice of non compliance thereof. 25.13 All written replies to formal preliminary enquiries given by the Seller’s Solicitors to formal preliminary enquiries raised by the Purchaser’s Solicitors in respect of the Properties are true, accurate and complete in all material respects so far as the Seller is aware. 25.14 The Company has not at any time assigned or otherwise disposed of its Owned Real Property and personal any freehold or leasehold property in respect of which the Company has any continuing liability either as original contracting party or by virtue of any direct covenant or under an authorised guarantee agreement given on a sale or assignment to or from the Company or as a surety for the obligations of any other person in relation to any real property and valid no claim has been made against the Company in respect of any leasehold interests property formerly held by it or in (or otherwise has the right to use), all respect of its Leased Real Property, in each case which it acted as a guarantor nor is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)claim anticipated.

Properties. As (a) Crude JV insofar as it relates to all Persons claiming by, through or under Crude JV or any Affiliate of Crude JV, but not otherwise, has the title or right, free and clear of all Title Defects other than Permitted Encumbrances, to all Real Property Interests as set forth in the applicable real property instrument for each Real Property Interest; provided, however, some of the Initial Borrowing DateReal Property Interests granted to, Schedule 9.05(aor held by, Crude JV (or its predecessors in interest) cross or provide rights to properties that are subject to Liens in favor of third parties that have not been subordinated to the Real Property Interests. Section 4.4(a) of the Disclosure Letter sets forth a correct true and complete list and summary description (including property location) of all Owned the Real Property and Leased Real Property Interests. The Pipeline Assets, to the extent located on lands owned by third parties, are covered by recorded Easements or leasehold rights in favor of each Credit Party Crude JV. (other than Target and its Subsidiariesb) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) Crude JV (i) each has such title, right or interest in and to the Pipeline Assets as is sufficient to enable Crude JV to own and operate the Pipeline Assets as currently conducted without material interference, free and clear of such Leases listed on Schedule 9.05(a) all Title Defects, and (ii) each owns or holds by leaseholds, permits or Contracts all of such leases and subleases listed on Schedule 9.05(bthe other assets reflected in the Balance Sheet (other than any assets reflected in the Balance Sheet that have been sold or otherwise disposed of since the date of the Balance Sheet without breaching Section 6.1(c)), excluding Real Property Interests and Pipeline Assets, free and clear of all Title Defects. As of the date of this Agreement, Crude JV has not received any written notice of any claim asserting the existence of a Title Defect in each case, is valid and enforceable in accordance connection with its terms and is in full force and effect, any material Assets. To the Knowledge of Crude JV: (x) all pipelines operated by Crude JV are located on lands subject to contiguous Easements; and (by) there are no gaps (including any gap arising as a result of any breach by Crude JV of the terms of any such Easement) in such Easements. (c) The Assets constitute all of the assets, rights and properties, tangible or intangible, real or personal, that are used or necessary for use in connection with the operation of the business of Crude JV consistent with past practice and as currently operated. There are no preferential rights, rights of first refusal, rights of first offer or similar rights to purchase or with respect to the knowledge sale of any material Asset or material portion of the Borrower and Assets. (d) As of the other Credit Partiesdate of this Agreement, neither Sellers nor Crude JV have received any written notice of default under, or termination of, any material real property lease or Easement. Crude JV is not in default, and, to the Knowledge of Crude JV, no default by any other party to any such Lease, material real property lease or sublease exists. Except as set forth on Schedule 9.05(aEasement is in default of any material real property lease or Easement. (e) or The assets of Crude JV that are tangible assets are, in all material respects, in good operating and working order, repair and condition, subject to ordinary wear and tear. (b), each f) True and complete copies of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned Easements held by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective Crude JV as of the date hereof and (iii) if it comes of this Agreement have been made available to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Buyer.

Properties. As (a) Except as set forth in Schedule 4.5(a), Seller has no Knowledge of and has not received any written notice to the effect that any condemnation or involuntary rezoning proceedings are pending or threatened with respect to any of the Initial Borrowing DateProperties. (b) The rent rolls delivered pursuant to a separate disclosure statement (the "Rent Roll") list each Lease in effect as of the dates of the Rent Roll. To the Knowledge of Seller, Schedule 9.05(a) sets forth a the Rent Roll is true, correct and complete list as of all Owned Real Property the date thereof except no representation or warranty is made with respect to the commencement or expirations dates set forth therein or the legal names of any Tenant set forth therein. Except as entered into by Seller pursuant to the express terms of Section 6.2 and Leased Real Property of each Credit Party (except as set forth on Schedule 4.5(c)-1 hereof, no Leases shall exist on the Closing Date other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth the Leases listed on the Rent Roll. "Lease" means each lease or other right of occupancy affecting or relating to a Property in which Seller is the landlord, either pursuant to the lease agreement or as successor to any prior landlord, but shall not include subleases, franchise agreements, concession agreements or similar occupancy agreements entered into by Tenants or subtenants which by their nature are subject to Leases. Seller has made available to Purchaser true, correct and complete list copies of all Owned Real Property Leases in its or its Affiliates possession, including all amendments, modifications, renewals, extensions and Leased Real Property guarantees and supplements, and other occupancy agreements and outstanding default notices sent during the prior 12 calendar months with respect to the Leases. With respect to all Leases with a gross leasable area of Target 10,000 square feet or more, and its Subsidiaries which are expected to become Credit Parties on or after Seller's Knowledge with respect to all other Leases, Seller has made available to Purchaser true, correct and complete copies of all Leases, including all amendments, modifications, renewals, extensions and guarantees and supplements, and other occupancy agreements and outstanding default notices sent during the Merger Closing Date. Except as could not reasonably be expected prior 12 calendar months with respect to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)Leases, in each case, case as set forth on Schedule 4.5(b) (subject to the missing documents as set forth on Schedule 4.5(b)). Each tenant under the Leases is valid and enforceable a bona fide tenant in accordance with its terms and possession or has a right to possession of the premises demised thereunder. Each of the Leases is in full force and effecteffect and, except as disclosed on the Rent Roll, or on Schedule 4.5(b), to Seller's Knowledge none of the Leases has been modified, amended or rescinded, the rights of each tenant thereunder are as tenants only, and none of the Leases has been assigned or sublet by the tenant. Schedule 2.7 discloses all security and other deposits made by each of the tenants under the Leases which have not been applied as of the date of the Rent Roll. Seller has not received any advance payment of rent (bother than for the current month) on account of any of the Leases except as shown on Schedule 4.5(b). All of the Leases are assignable by Seller as contemplated by this Agreement after giving effect to the knowledge repayment of Indebtedness contemplated under this Agreement without the Borrower and consent of any other party other than the other Credit Parties, no default by any party to any such Lease, lease or sublease existslenders under the Assumed Indebtedness. Except as set forth on in Schedule 9.05(a) or (b4.5(b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct Knowledge of its business Seller, Seller is not in material breach or default under (and to the ordinary courseKnowledge of Seller there does not exist any condition which upon the passage of time or the giving of notice or both would cause a violation or default of any material term by Seller under, free of all Liens other than Permitted Liensobtaining the consents contemplated hereunder) any Lease to which it is a party, which breach or default remains uncured, and Seller has not received written notice that it is in material breach or default under any Lease to which it is a party, which breach remains uncured. Notwithstanding anything to the contrary contained above or elsewhere in this Agreementforegoing representations, Purchaser acknowledges that Seller shall have 10 Business Days from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iiito supplement Schedule 4.5(b) if it comes as to the knowledge list of the Borrower within five Business Days Leases and all amendments and modifications thereto for Leases with a gross leasable area of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)less than 7,000.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) The Acquired Companies have a valid leasehold interest, free and clear of all Liens, other than Permitted Liens, to all of the Leased Properties. (ib) Section 2.12(b) of the Disclosure Schedule sets forth each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)Real Property Lease. Each Real Property Lease is a legal, in each case, is valid and binding obligation of the Acquired Company party thereto, enforceable against such Acquired Company, and, to the Company’s knowledge, enforceable against the other party thereto, in accordance with its terms and is (except that the enforcement thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws now or hereafter in full force and effect, effect relating to creditors’ rights generally and (bii) general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law). (c) Since January 1, 2013, no Acquired Company has received written notice of any, nor, to the knowledge Company’s knowledge, has any Acquired Company received notice otherwise of the Borrower and the other Credit Partiesany, no material default by any party Acquired Company under any Real Property Lease that has not been resolved. (d) None of the Acquired Companies is a sublessor or grantor under any sublease or other instrument granting to any such Leaseother Person any right to the possession, lease lease, occupancy or sublease existsenjoyment of any Leased Property. Except as set forth on Schedule 9.05(a) or (b), each The use and operation of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests Leased Properties in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its each Acquired Company’s business do not violate in the ordinary courseany material respect any Law, free of all Liens other than Permitted Lienscovenant, condition, restriction, easement, license, permit or agreement. Notwithstanding anything No Acquired Company has received written notice or, to the contrary contained above Company’s knowledge, notice otherwise, of any condemnation, expropriation or elsewhere other proceeding in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that eminent domain affecting any of the Leased Real Property listed on Schedule 9.05(aProperties or any portion thereof or interest of the Acquired Companies therein. (e) is The Company has made available to Purchaser all title reports, surveys, title policies, environmental audits or reports, maintenance reports, permits and appraisals with respect to all Leased Properties to the extent any of the foregoing are in the possession of any Acquired Company or the agents under its control. (f) No Acquired Company has leased or sublet, as lessor, sublessor, licensor or the like, any of the Leased Properties to any Person. (g) The Leased Properties constitute all of the real property utilized by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)the Acquired Companies.

Properties. As (a) Section 3.20(a)(i) of the Initial Borrowing Date, Schedule 9.05(a) Company Disclosure Letter sets forth a correct and complete list of all Owned Real Property and Leased Real Property the address of each Credit Party real property owned or leased (as lessee or sublessee), including pursuant to any Ground Lease, by the Company or any Company Subsidiary as of the date of this Agreement (all such real property interests, together with all right title and interest of the Company and any Company Subsidiary in and to all buildings, structures and other than Target improvements and its Subsidiariesfixtures located on or under such real property, are individually referred to herein as a “Company Property” and collectively referred to herein as the “Company Properties”). Section 3.20(a)(ii) and Schedule 9.05(b) of the Company Disclosure Letter sets forth a correct and complete list of all Owned Real Property the address of each facility and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effectreal property which, as of the Initial Borrowing Date date of this Agreement, is under contract by the Company or a Company Subsidiary for purchase or which is required under a binding contract to be leased or subleased by the Company or a Company Subsidiary where possession commences after the date of this Agreement. (ab) The Company or a Company Subsidiary owns good and valid fee simple title or leasehold title (ias applicable) to each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)the Company Properties, in each case, free and clear of Liens, except for Permitted Liens. For the purposes of this Agreement, “Permitted Liens” means (i) encumbrances incurred in connection with any Indebtedness permitted under this Agreement; (ii) any exceptions or encumbrances shown in those title commitments (in each case, with an effective date as shown therein) and/or disclosed by those ALTA surveys, in each case listed on Section 3.20(b) of the Company Disclosure Letter with respect to each of the Company Properties and which were obtained by Parent prior to the date hereof; (iii) encumbrances incurred by tenants under any Lease (provided that such encumbrances only affect the tenants’ leasehold estates and not the applicable Company Subsidiary’s fee or leasehold interests (as applicable) in the applicable Company Property), (iv) statutory liens for current Taxes not yet due or delinquent or Liens for Taxes that are being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Financial Statements (if such reserves are required pursuant to GAAP), (v) parties in possession of the Company Properties pursuant to the Leases, (vi) any exception or encumbrance arising out of an act of Parent or its representatives, agents, employees or independent contractors; (vii) local, state and federal Laws, ordinances or governmental regulations, including but not limited to, building and zoning Laws, ordinances and regulations, now or hereafter in effect relating to the applicable Company Property, (viii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business that are not yet subject to penalty or the validity of which is valid being contested in good faith by appropriate proceedings, (ix) the standard exclusions from coverage set forth in the applicable title insurance policy, (x) Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor (provided that such Liens only affect such ground lessor’s, lessor’s or sublessor’s fee or leasehold estate, as applicable, and enforceable not the applicable Company’s or Company Subsidiary’s fee or leasehold estate), or any Liens that would be disclosed on an accurate title insurance policy as of the effective date of the title commitments listed on Section 3.20(b) of the Company Disclosure Letter, and (xi) such other encumbrances or other exceptions that are immaterial, and in accordance with its terms the aggregate, are not reasonably likely to materially impair the continued use, operation or materially detract value from any Company Property. To the Company’s knowledge, easements or other similar rights that are necessary to permit the current use of the buildings and is improvements on any of the Company Properties or that are necessary to permit the current use of all parking areas, driveways, roads and other means of egress and ingress to and from any of the Company Properties are in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).

Properties. As Subject to the provisions of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date Section 5.5 hereof: (a) Borrower and/or each Subsidiary Mortgagor has good and marketable title to all of the Mortgaged Properties, subject to no mortgage, security interest, pledge, lien, charge, encumbrance or title retention or other security agreement or arrangement of any nature whatsoever, except Permitted Encumbrances. Borrower shall, and shall cause each Subsidiary Mortgagor to, forever warrant and defend the title of their respective Mortgaged Properties against the lawful claims and demands of all persons whomsoever subject to the Permitted Encumbrances. (b) There are no pending or, to the best knowledge of Borrower, threatened proceedings or actions to revoke, attack, invalidate, rescind, or modify in any material respect (i) each the zoning of such Leases listed on Schedule 9.05(a) and any Mortgaged Property or any part thereof, or (ii) each any building or other permits heretofore issued with respect to any Mortgaged Property or any part thereof, or asserting that any such zoning or permits do not permit the operation of any Mortgaged Property or any part thereof or that any improvements located on such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable Mortgaged Property cannot be operated in accordance with its terms and intended use or is in full force violation of applicable Use Requirements. (c) The Mortgage covering each such Mortgaged Property creates a valid and effectenforceable first Lien on such property described therein, as security for the repayment of the Indebtedness incurred by the Borrower hereunder and under the other Loan Documents, subject only to the Permitted Encumbrances applicable to such property. (d) The Collateral is now, and so long as the Commitment remains in effect or any monetary obligation to the Agent or the Lenders hereunder or under the Promissory Notes or the other Loan Documents shall remain unpaid, will be owned solely by the Borrower, and said Collateral, including the proceeds resulting from the sale or other disposition (bother than Permitted Transfers of the Mortgaged Property) thereof, is and will remain free and clear of any Liens except the Liens granted pursuant to the Loan Documents to the Agent and the Lenders, which Liens to the Agent and the Lenders shall, at all times, be first and prior on the Collateral and all proceeds resulting from the sale or other disposition thereof, and no further action need be taken to perfect said Liens. (e) Neither the existence of any improvements upon a Mortgaged Property nor the intended use or condition of any Mortgaged Property violates in any material respect any Use Requirements. With respect to each Mortgaged Property, neither the zoning nor any other right to carry on the use of such Mortgaged Property as an extended stay facility, is to any extent dependent upon or related to any other real estate. Each Mortgaged Property may be operated as an extended stay facility and the Borrower has received no written notices from any (f) There are no pending or, to the knowledge of the Borrower and the other Credit PartiesBorrower, no default by any party threatened proceedings relating to any such Lease, lease (i) taking by eminent domain or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each other condemnation of the Credit Parties has good title to all any portion of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real any Mortgaged Property, in each case as is necessary to the conduct (ii) condemnation or relocation of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real roadways abutting any Mortgaged Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes denial of access to any Mortgaged Property from any point of access to such Mortgaged Property, in any such case not accounted for in the Plans and Specifications. (g) Each Mortgaged Property has adequate and permanent legal access to water, gas, and electrical supply, storm, and sanitary sewerage facilities, other required public utilities (with respect to each of the aforementioned items by means of either a direct connection to the knowledge source of such utilities or through connections available on publicly dedicated roadways directly abutting such Mortgaged Property), parking, and means of access between such Mortgaged Property and public highways over recognized curb cuts, and all of the Borrower within five Business Days foregoing comply with all applicable Use Requirements. (h) Each Mortgaged Property constitutes a legally subdivided lot under all applicable Use Requirements (or, if not subdivided, no subdivision or platting of the Initial Borrowing Date that any such Mortgaged Property is required under applicable Requirements of the Leased Real Law), and for all material purposes each Mortgaged Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically may be deemed removed from Schedule 9.05(a)mortgaged, conveyed, and otherwise dealt with as an independent parcel.

Properties. As (i) Section 3.2(o)(i) of the Initial Borrowing Date, Schedule 9.05(a) Parent Disclosure Letter sets forth in all material respects a true, correct and complete list of all Owned Real Property and Leased Real Property (A) the address of each Credit Party real property owned or leased (other than Target and for the avoidance of doubt, as lessor or lessee) by Parent or any of its Subsidiaries, name of the entity owning or leasing, whether such property is owned, leased, ground leased or subleased (all such real property interests, together with all right, title and interest of Parent and any of its Subsidiaries in and to (1) all buildings, structures and other improvements and fixtures located on or under such real property and (2) all easements, rights and other appurtenances to such real property, and subject to any easements, impairments, rights and other appurtenances affecting such real property, are individually referred to herein as a “Parent Property” and collectively referred to herein as the “Parent Properties”) and Schedule 9.05(b(B) the address of each real property owned or leased by any of the Parent Joint Ventures, name of the entity owning or leasing, whether such property is owned, leased, ground leased or subleased (all such real property interests, together with all right, title and interest of the Parent Joint Ventures in and to (1) all buildings, structures and other improvements and fixtures located on or under such real property and (2) all easements, rights and other appurtenances to such real property, and subject to any easements, impairments, rights and other appurtenances affecting such real property, are individually referred to herein as a “Parent Joint Venture Property” and collectively referred to herein as the “Parent Joint Venture Properties”). Section 3.2(o)(i) of the Parent Disclosure Letter sets forth in all material respects a true, correct and complete list of all Owned Real Property the address of each facility and Leased Real Property real property which, as of Target and its Subsidiaries the date of this Agreement, is under contract by Parent, a Subsidiary of Parent or any Parent Joint Venture for purchase or which are expected is required under a written agreement to become Credit Parties on be leased or subleased as tenant or subtenant by Parent, a Subsidiary of Parent or any Parent Joint Venture after the Merger Closing Datedate of this Agreement. Except as could set forth on Section 3.2(o)(i) of the Parent Disclosure Letter, there are no real properties that Parent or any of its Subsidiaries is obligated to buy, lease or sublease at some future date. None of Parent, any of its Subsidiaries or any of the Parent Joint Ventures owns or leases any real property which is not set forth on Section 3.2(o)(i) of the Parent Disclosure Letter. (ii) Parent or a Subsidiary of Parent owns good and valid fee simple title (with respect to jurisdictions that recognize such form of title or substantially similar title with respect to all other jurisdictions) or leasehold title (as applicable) to each of the Parent Properties, in each case free and clear of Liens (except for Permitted Liens) except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse EffectEffect on Parent. To the knowledge of Parent, a Parent Joint Venture owns good and valid fee simple title (with respect to jurisdictions that recognize such form of title or substantially similar title with respect to all other jurisdictions) or leasehold title (as applicable) to each of the Parent Joint Venture Properties, in each case free and clear of Liens (except for Permitted Liens) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (iii) Since December 31, 2018, (A) neither Parent nor any of its Subsidiaries has received (1) written notice that any certificate, permit or license from any Governmental Entity having jurisdiction over any of the Parent Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Parent Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Parent Properties is not in full force and effect as of the date of this Agreement, except for such failures to be in full force and effect that have not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, or of any pending written threat of modification or cancellation of any of same, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, or (2) written notice of any uncured violation of any Laws affecting any of the Parent Properties which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent and (B) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, none of Parent nor any Subsidiary of Parent has received written notice to the effect that there are any condemnation proceedings pending or threatened in writing with respect to any material portion of any of the Parent Properties. (iv) No certificate, variance, permit or license from any Governmental Entity having jurisdiction over any of the Parent Properties or any agreement, easement or other right that is necessary to permit the current use of the buildings and improvements on any of the Parent Properties or that is necessary to permit the current use of all parking areas, driveways, roads and other means of egress and ingress to and from any of the Parent Properties has failed to be obtained or is not in full force and effect, and neither Parent nor any of its Subsidiaries has received written notice of any outstanding threat of modification or cancellation of any such certificate, variance, permit or license, except for any of the foregoing as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (v) True and complete copies (in all material respects) of all leases (the “Parent Leases”) affecting the interest of Parent or any of its Subsidiaries in the Parent Properties (for the avoidance of doubt, as lessor or lessee) that are, individually, in excess of 20,000 square feet, in each case in effect as of the date of this Agreement (the “Material Parent Leases”), have been made available by Parent to the Company. Except set forth in Section 3.2(o)(v) of the Parent Disclosure Letter and as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, (A) neither Parent nor any of its Subsidiaries is and, to the knowledge of Parent, as of the Initial Borrowing Date date of this Agreement, no other party is in breach or violation of, or default under, any Material Parent Lease, (aB) (i) each no event has occurred which would result in a breach or violation of, or a default under, any Material Parent Lease by Parent or any of such Leases listed on Schedule 9.05(a) and (ii) each its Subsidiaries, or, to the knowledge of such leases and subleases listed on Schedule 9.05(b)Parent, as of the date of this Agreement, any other party thereto in each case, with or without notice or lapse of time or both, and as of the date of this Agreement, no tenant under a Material Parent Lease is valid in monetary default under such Material Parent Lease, and (C) each Material Parent Lease is valid, binding and enforceable in accordance with its terms and is in full force and effecteffect with respect to Parent or a Subsidiary of Parent and, and (b) to the knowledge of Parent, as of the Borrower and date of this Agreement with respect to the other Credit Partiesparties thereto, subject to the applicable Bankruptcy and Equitable Exceptions. (vi) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, as of the date of this Agreement, no default by purchase option has been exercised under any party Material Parent Lease for which the purchase has not closed prior to any such Lease, lease or sublease exists. the date of this Agreement. (vii) Except as set forth on Schedule 9.05(ain Contracts made available to the Company prior to the date of this Agreement, there are no written contracts for sale or ground lease, or letters of intent to sell or ground lease, any Parent Property or any material portion thereof, which, in each case, is in favor of any party other than Parent or a Subsidiary of Parent (a “Parent Third Party”) and has been entered into prior to the date of this Agreement and not consummated or terminated prior to the date of this Agreement. (viii) Except pursuant to any Parent Lease, neither Parent nor any of its Subsidiaries is a party to any Parent Material Contract (A) pursuant to which Parent or any of its Subsidiaries manages, or manages the development of, any material real property for any Parent Third Party or (b), each B) relating to the use or occupancy of the Credit Parties Parent Properties. (ix) Parent or its Subsidiaries, as applicable, are in possession of title insurance policies or valid marked-up title commitments evidencing title insurance with respect to each Parent Property that is owned in fee or ground leased (each, a “Parent Title Insurance Policy”). Since December 31, 2018, no written claim has been made against any Parent Title Insurance Policy, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (x) Parent and its Subsidiaries have good title to all of its Owned Real Property and personal property and valid title to, or a valid and enforceable leasehold interests in (interest in, or otherwise has the other right to use, all personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy), all except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. None of Parent’s or any of its Leased Real PropertySubsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for Permitted Liens and Liens that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (xi) Neither Parent nor any of its Subsidiaries has (A) received written notice of any structural defects relating to any Parent Properties which have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, or (B) received written notice of any physical damage to any Parent Properties which has had or would reasonably be expected have, individually or in the aggregate, a Material Adverse Effect on Parent. (xii) No certificate, variance, permit or license from any Governmental Entity having jurisdiction over any of the Parent Properties that is necessary for any pending construction of any buildings (and any improvement thereon) on any of the Parent Properties, including parking areas, driveways, roads and other means of egress and ingress to and from any of the Parent Properties, has failed to be obtained or is not in full force and effect, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has received written notice of any outstanding threat of modification or cancellation of any such certificate, variance, permit or license and, to the knowledge of Parent, no event has occurred or circumstances exist that has given rise to, or serves as a basis for Parent or its Subsidiaries not obtaining, any certificates, variances, permits or licenses reasonably necessary for the operation of such buildings once constructed, in each case except as is necessary would not reasonably be expected to the conduct of its business have, individually or in the ordinary courseaggregate, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed a Material Adverse Effect on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Parent.

Properties. As (a) Each of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on has good and marketable title to, or after valid, subsisting and enforceable leasehold interests in, or valid licenses or rights to use, all its real and personal property material to its business. (b) Each of the Merger Closing Date. Except as Credit Parties owns, or is licensed to use, all trademarks, service marks, tradenames, copyrights, patents and other intellectual property ("Proprietary Rights") material to its business including, without limitation, ------------------ the computer software programs specified therein, and the use thereof by the Credit Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. All such trademark applications and registrations, as trademarks, registered copyrights, patents and patent applications which are owned by or licensed to any Credit Party are listed on Schedule 4.5 annexed hereto ("Registered Rights"). The ------------ ----------------- Credit Parties' policies and procedures designed to establish and preserve their ownership of its Proprietary Rights are described in Schedule 4.5. All of the Initial Borrowing Date (a) ------------ Registered Rights have been duly registered in, filed in or issued by the PTO, the United States Register of Copyrights or other corresponding offices of other jurisdictions as identified on such schedule, and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and in each such other jurisdiction. In particular, the Credit Parties have (i) each affixed appropriate copyright notices to all copies of such Leases listed on Schedule 9.05(a) all written material subject to copyright protection, and all related documentation distributed to the public and (ii) each disclosed or made available confidential information and trade secrets only to employees or consultants of the Credit Parties who required such disclosure or access for the business purposes of the Credit Parties and who have executed written confidentiality agreements governing the use of such confidential information and trade secrets. (c) As of the date hereof, Schedule 4.5 contains a true, accurate and ------------ complete list of (i) all owned Real Property Assets and (ii) all leases, subleases or assignments of leases and subleases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Property Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Expect as specified in Schedule 4.5, ------------ each agreement listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and clause (ii) of the immediately preceding sentence is in full force and effecteffect and the Borrower has no knowledge of any default that has occurred and is continuing thereunder, and (b) each such agreement constitutes the legal, valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the knowledge of the Borrower and the other Credit Parties, no default or limiting creditors' rights generally or by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)equitable principles.

Properties. As The applicable Seller owns the applicable parcel(s) of land (each, a “Parcel”) more particularly described on Exhibits A-1 through A-3 attached hereto (collectively, the Initial Borrowing Date“Land”), Schedule 9.05(a) sets forth a correct which Land is improved with the applicable Buildings indicated on Exhibits A-1 through A-3. Subject to the terms and complete list conditions of this Agreement, with respect to each Parcel, the applicable Seller agrees to sell to Buyer, and Buyer agrees to purchase from such Seller, the following: 2.1 The “Real Property,” being the applicable Land, together with all Owned Real Property improvements and Leased Real Property of each Credit Party fixtures (other than Target fixtures, if any, that may be owned by residents pursuant to the Resident Agreements and its Subsidiariestenants pursuant to the Leases) located thereon (the “Improvements”); all and Schedule 9.05(b) sets forth a correct singular the rights, benefits, privileges, easements, tenements, hereditaments, and complete list appurtenances thereon or in any way appertaining to such Land; and all right, title, and interest of such Seller in and to all Owned Real Property strips and Leased Real Property gores and any land lying in the bed of Target and its Subsidiaries which are expected to become Credit Parties on any street, road or after alley, open or proposed, adjoining such Land; 2.2 Such Seller’s interest in the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect“Resident Agreements” being all resident agreements or other occupancy agreements affecting the applicable Improvements (other than Leases), as of the Initial Borrowing Date (a) including (i) each of such Leases listed on Schedule 9.05(a) any agreements titled “Assigned Living Residence and Services Agreement” and (ii) each resident agreements which may be made by such Seller after the date hereof and before the Closing Date as permitted by this Agreement, and any and all amendments and supplements thereto, and all guaranties and security, if any, received by such Seller in connection therewith. All Resident Agreements in effect as of such the Effective Date are listed on the Rent Roll; 2.3 Such Seller’s interest in the “Leases” being all leases and subleases listed of space or other occupancy agreements affecting the applicable Improvements (other than Resident Agreements), including leases or occupancy agreements which may be made by such Seller after the date hereof and before the Closing Date as permitted by this Agreement, and any and all amendments and supplements thereto, and any and all guaranties and security received by such Seller in connection therewith. All Leases in effect as of the Effective Date are set forth on Schedule 9.05(b2.3 attached hereto; 0 Xxx Xxxxxxxxxx, Xxxx Xxxx Xxxx, Xxxx Xxxxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx The Charleston Cedar Hills, Utah 2.4 The “Tangible Personal Property,” being all right, title and interest of such Seller, if any, in and to all tangible personal property now or hereafter located on, or used exclusively in connection with, the operation, ownership, maintenance, management, occupancy or improvement of the applicable Real Property and the applicable Improvements, including without limitation: the applicable vehicles described on Schedule 2.4 (“Owned Vehicles”), and all other equipment, machinery, furniture, art work, furnishings, office equipment and supplies stored onsite, including but not limited to food and beverages (including alcoholic beverages if the sale thereof to Buyer is allowed by state Law), but excluding cash and deposits, bonds or other security (except as otherwise provided in this Article II); 2.5 The “Intangible Property,” being all, right, title and interest of such Seller, if any, in and to all intangible personal property now or hereafter used exclusively in connection with the operation, ownership, maintenance, management, occupancy or improvement of the applicable Real Property (to the extent assignable); the plans and specifications for the applicable Improvements (to the extent assignable); all applicable domain names, logos, designs, trademarks, service marks, trade names, and trade name registrations described on Schedule 2.5, as well as all applicable goodwill relating thereto; all applicable warranties, indemnities, applications, vehicle leases, FCC wireless telecommunications licenses, service and access agreements for telephone, internet, cable TV and other communication services, and all permits, approvals and licenses (to the extent applicable in any way to the above referenced Real Property or the Tangible Personal Property and assignable); and applicable insurance proceeds and condemnation awards or claims thereto to the extent provided herein to be assigned to Buyer hereunder; 2.6 The “Equipment Leases” being all leases and purchase money security agreements for any equipment, machinery, vehicles, furniture or other personal property at the applicable Real Property and the applicable Improvements, together with all deposits made thereunder. All Equipment Leases in effect as of the Effective Date are set forth on Schedule 2.6 attached hereto; 2.7 The “Operating Agreements” being all maintenance, service and supply contracts, license agreements, and other similar agreements for goods or services at the applicable Real Property and the applicable Improvements, together with all deposits made or held by such Seller thereunder. All Operating Agreements in effect as of the Effective Date (other than the Excluded Contracts) are set forth on Schedule 2.7 attached hereto; 2.8 All other property, assets, rights or interests owned or held by such Seller and located at the applicable Real Property or otherwise used in the ownership of such Real Property or operation of the business at the applicable Project (the “Miscellaneous Assets”). With respect to each Parcel, the applicable Real Property, Improvements, Resident Agreements, Leases, Tangible Personal Property, Intangible Property, Equipment Leases, Operating Agreements and Miscellaneous Assets (but in each case, is valid and enforceable in accordance excluding the Excluded Property) are sometimes hereinafter referred to, collectively, as a “Property,” or collectively, with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title respect to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has Parcels, as the right to use)“Properties.” 7 The Wellington, all of its Leased Real PropertySalt Lake City, in each case as is necessary to the conduct of its business in the ordinary courseUtah Xxxxxxxxxx Xxxxx, free of all Liens other than Permitted Liens. Xxxx Xxxx Xxxx, Xxxx The Charleston Cedar Hills, Utah 2.9 Notwithstanding anything to the contrary contained above or elsewhere in Article II, the applicable property, assets, rights and interest set forth in this AgreementSection 2.9 are excluded from each Property (the “Excluded Property”): 2.9.1 Except for deposits expressly included in this Article II, all cash on hand or on deposit in any house bank, operating account or other account maintained in connection with the ownership of such Property or operation of the business at the applicable Project; 2.9.2 Any cash equivalents, securities and investments, and accounts receivable, notes receivable, premiums receivable, commissions receivable, and other rights to receive payments from time others, including all trade accounts receivables representing amounts payable to time, if it comes Seller for services rendered prior to the knowledge Closing Date; 2.9.3 Any tangible or intangible property owned by (i) the lessor under any Equipment Leases; (ii) the supplier, vendor, licensor or other party under any Operating Agreements or Intangible Property; (iii) the tenant or resident under any Leases or Resident Agreements; (iv) any guests or customers of the Borrower that applicable Project; or (v) the Manager; 2.9.4 All (i) trademarks, trade names, service marks, symbols, logos and other intellectual property rights held by Sellers (the “Proprietary Marks”), except as set forth in Schedule 2.5; (ii) signs and other fixtures and personal property at the applicable Project which bear any of the Owned Real Property Proprietary Marks; (iii) Seller’s internal management, operational, employee and similar manuals, handbooks and publications; and (iv) Seller’s centralized systems and programs used in connection with any business at the applicable Project, including, without limitation, the (A) sales and marketing and (B) purchasing, systems and programs; and 2.9.5 Each Excluded Contract. 2.10 Except for Liabilities for which any Seller has expressly agreed to indemnify Buyer under any other provision in this Agreement (or Leased Real Property listed on Schedule 9.05(bin any documents which any Seller is obligated to deliver pursuant to this Agreement and/or prior to Closing), at Closing Buyer shall assume, hold Sellers harmless from, and defend Sellers from any claim, suit, action, proceeding, effort, or undertaking relating to the following: (i) was owned by an Excluded Subsidiary as all Liabilities with respect to the Properties, the business at the Projects and any taxes arising out of ownership or operations of the Initial Borrowing Properties, but only to the extent (A) first arising on or after the Closing Date, or (B) first arising prior to the Borrower shall notify the Administrative Agent Closing, but for which Buyer has received a credit for such Liabilities under Article VIII, these Liabilities include, without limitation, any claims against Sellers for any tort or alleged tort, any claims against Sellers for negligence or professional malpractice, any claims against Sellers for any breach of same and such Owned Real Property contract or alleged breach of contract, any claims against Sellers for any regulatory fine or penalty, or any claims against Sellers (whether deployed by a private person or a governmental agency) for any penalty, fine, or payment of money, (ii) all Liabilities otherwise expressly assumed by Buyer or against which Buyer has expressly agreed to indemnify any Seller under any other provision in this Agreement (or in any documents which 8 The Wellington, Salt Lake City, Utah Xxxxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx The Charleston Cedar Hills, Utah Buyer is obligated to deliver pursuant to this Agreement and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof prior to Closing), and (iii) if it comes all Liabilities with respect to the knowledge physical condition of the Borrower within five Business Days Properties, whether arising prior to or after the Closing. The provisions of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property this Section 2.10 shall automatically be deemed removed from Schedule 9.05(a)survive Closing.

Properties. As (a) The Company Entities have good title to, or in the case of leased property and assets have valid leasehold interests in, all property and assets (whether real, personal, tangible or intangible) reflected on the Base Balance Sheet or acquired after the Balance Sheet Date, except for properties and assets sold since the Balance Sheet Date in the Ordinary Course of Business or where the failure to have such good title or valid leasehold interests would not reasonably be expected to materially and adversely affect the Company Entities, taken as a whole. None of such property or assets is subject to any Lien, other than Permitted Liens and Liens set forth in Section 3.14(a) of the Initial Borrowing Date, Schedule 9.05(aDisclosure Schedules or as specifically disclosed in the Base Balance Sheet. (b) Section 3.14(b)(i) of the Disclosure Schedules sets forth a complete and correct and complete list of all real property and interests in real property currently owned by any Company Entity (each, an “Owned Real Property and Leased Real Property Property”). Section 3.14(b)(ii) of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) the Disclosure Schedules sets forth a complete and correct and complete list of all Owned Real Property and real property that is leased, subleased, licensed or otherwise occupied by any Company Entity (each, a “Leased Real Property Property”), including the agreement evidencing the applicable lease, sublease, license or other occupancy agreement, and any and all amendments, modifications, guaranties, subordination agreements, non-disturbance and attornment agreements, and side letters relating thereto, if any (each a “Lease Agreement”). All Lease Agreements are the valid, binding obligations of Target the Company Entities, as applicable, and, to the knowledge of the Company, of the other party or parties thereto. All Lease Agreements are in full force and its Subsidiaries which are expected effect, without penalty, acceleration, termination, default, breach or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company Entities, as applicable, and the consummation of the transactions contemplated hereby other than as set forth in Section 3.14(b)(iii) of the Disclosure Schedules. The Company Entities have performed all material obligations (including payment of all rent) required to become Credit Parties on be performed by them to date under each Lease Agreement. No Company Entity has received written notice of any material breach or after the Merger Closing Date. material default under any Lease Agreement that remains uncured. (c) Except as could would not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed there are no structural, electrical, mechanical or other defects in any improvements located on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or the Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as Property, and none of the Initial Borrowing DateCompany Entities has received written notice of any pending, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes and, to the knowledge of the Borrower within five Business Days Company, there is no threatened, condemnation proceeding with respect to any of the Initial Borrowing Date that Owned Real Property or the Leased Real Property. None of the Company Entities has received written notice of, or, to the knowledge of the Company, oral notice of, any zoning, ordinance, building, land use, fire or health code or other legal violation affecting such Owned Real Property or Leased Real Property, except as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, all material improvements located on the Owned Real Property or the Leased Real Property listed on Schedule 9.05(aare in sufficiently good condition and repair (ordinary wear and tear excepted) is to allow the business of the Company Entities to be operated in the Ordinary Course of Business. The Company Entities have performed all material obligations arising out or in connection with the disposal of real estate assets and there are no future or undischarged liabilities in relation to any such disposal that would be material to the Company Entities. None of the Company Entities has leased by CFL then such Leased or otherwise granted to any Person the right to use or occupy the Owned Real Property shall automatically or any portion thereof. None of the Company Entities is a party to any agreement or option to purchase any other real property or interest therein. None of the Owned Real Property is subject to any recorded or unrecorded monetary lien, mortgage, deed of trust or monetary encumbrance that will not be deemed removed from Schedule 9.05(a)released as of the Closing.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a7.13 to the Original Credit Agreement, the Borrower and each of its Subsidiaries have good and valid title to all material properties owned in fee and all material properties leased by them, including all property reflected in the balance sheet referred to in Section 7.05(a) and in the pro forma balance sheet referred to in Section 5.14 of the Original Credit Agreement (except as sold or (botherwise disposed of since the date of such balance sheet in the ordinary course of business or in accordance with the terms of this Agreement), free and clear of all Liens, other than Liens which are (x) in the case of property other than Real Property, Permitted Liens, (y) in the case of Mortgaged Property, Permitted Liens of the type described in clauses (a), (d), (e) and (g) of the definition thereof and Liens permitted by the applicable Mortgage and (z) in the case of Leased Properties, Liens permitted by the Collateral Assignment of Leases or Collateral Assignment of Location Leases, as the case may be. On and as of the Original Effective Date, all of the Real Properties of each of the Credit Parties has good title to all of Borrower and its Owned Real Property and personal property and valid leasehold interests Subsidiaries (i) owned in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property fee are listed on Schedule 9.05(b7.13 to the Original Credit Agreement under the heading “Fee Real Properties” (such Fee Real Properties, together with all Real Properties acquired after the Original Effective Date in fee by the Borrower and/or any of its Subsidiaries, the “Fee Properties”; each, a “Fee Property”) was owned and (ii) leased by an Excluded Subsidiary as it are (A) in the case of the Initial Borrowing DatePrincipal Leases, listed on Exhibit A to Amendment No. 1 to the Collateral Assignment of Leases and subject to the provisions of the Collateral Assignment of Leases and (B) in the case of the Location Leases, described in and subject to the provisions of the Collateral Assignment of Location Leases as amended by Amendment No. 1 to the Collateral Assignment of Location Leases (such leased Real Properties, together with all Real Properties hereafter leased by the Borrower and/or any of its Subsidiaries, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or “Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Properties”; each, a “Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(aProperty”).

Properties. As (a) The Parent or one of its Subsidiaries (each a “Parent Property Owner”) owns (i) fee simple title to each of the Initial Borrowing Datereal properties (or the applicable portion thereof) set forth in the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as amended, under “Item 2. Properties”, as being owned in fee (and which do not otherwise qualify as Leased Properties as defined below), as adjusted to reflect purchases and sales disclosed in the Parent SEC Documents prior to the date hereof or on Schedule 9.05(a4.14(a) sets or Schedule 4.7 of the Parent Disclosure Schedule (together with the land underlying such properties and all buildings, structures and other improvements and fixtures located on or under such land and all easements, rights and other appurtenances thereto, collectively, the “Parent Properties”), and (ii) a valid leasehold estate to each of the real properties identified as being leased and set forth a correct on Schedule 4.14(a) or Schedule 4.7 of the Parent Disclosure Schedule (collectively, the “Parent Leased Properties”) pursuant to leases, subleases or other agreements, including any ground leases (together with any amendments or modifications thereto, collectively, the “Parent Leases”). The Parent has made available to the Company complete and accurate copies of all of the following materials related to such Parent Properties, to the extent in the Parent’s possession or control: title insurance policies; deeds; surveys; environmental assessment and similar reports; and leases, subleases, licenses or agreements (including any amendments or modifications thereto) granting to any other party the right of use or occupancy of any portion of such Parent Property and providing for payments in excess of $250,000.00 on an annual basis. The Parent has delivered or made available to the Company true and complete list copies of the Parent Leases, and except as would not have a Parent Material Adverse Effect, each Parent Lease is valid, binding and in full force and effect. The Parent Properties and the Parent Leased Properties are all Owned Real Property and Leased Real Property of each Credit Party (other than Target the real properties owned or leased by the Parent and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect, the interests of the Parent Property Owners in the Parent Properties and the Parent Leased Properties are good and marketable and the same are owned free and clear of Liens except for Permitted Liens. No written termination or notice of default has been received by the Parent or any of its Subsidiaries under a Parent Lease, and to the Parent’s Knowledge, no event has occurred which, with due notice or lapse of time or both, would constitute a default or violation thereunder by any party thereto or which might interfere with the quiet enjoyment of the applicable Parent Property Owner under any Parent Lease, except as would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect. (b) The Parent and the Subsidiaries have good title to the personal properties and assets (i) reflected on the consolidated financial statements included in the Recent Parent SEC Documents or acquired since the date of such financial statements and (ii) sufficient for the conduct and operation of their respective businesses as currently conducted, except for properties and assets not material in the aggregate to the Business and disposed of in the ordinary course of business consistent with past practice and except for such defects in title which, individually or in the aggregate, would not have a Parent Material Adverse Effect. (c) Except as listed in Schedule 4.14(c) of the Parent Disclosure Schedule or which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, as of the Initial Borrowing Date (a) each Parent Property and Parent Leased Property (i) each is in good operating condition and repair and is structurally sound and free of such Leases listed on Schedule 9.05(a) and latent or patent structural, mechanical or other significant defects, with no alterations or repairs being required thereto under applicable Legal Requirements or insurance company requirements; (ii) each has not suffered any casualty or other material damage that has not been repaired; (iii) consists of such leases sufficient land, parking areas, driveways and subleases listed on Schedule 9.05(b)other improvements and lawful means of access to permit the use thereof in the manner and for the purposes to which it is presently devoted; and (iv) is otherwise suitable, sufficient, adequate and appropriate in all respects (whether physical, structural, legal, practical or otherwise) for its current use, operation and occupancy, except, in each such case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge extent that failure to meet such standards does not impair or adversely affect the manner or extent of the Borrower current use, operation or occupancy of such property. Except as would not have a Parent Material Adverse Effect, the Business will, at the Closing Date, include all right, title and interest in and to all assets that are used primarily in or that are being held primarily for use or are otherwise necessary in the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. operation of the Business as currently conducted. (d) Except as set forth on Schedule 9.05(a4.14(d) of the Parent Disclosure Schedule or which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, there are no (i) pending or, to the Knowledge of the Parent, threatened (in writing) requirements by any insurance company which has issued an insurance policy covering any Parent Property or Parent Leased Property which require any repairs or work to be done on any Parent Property or Parent Leased Property, (ii) condemnation, eminent domain or rezoning or proceedings that are pending or, to the Knowledge of the Parent, threatened (in writing) with respect to any portion of any of the Parent Properties or the Parent Leased Properties; (iii) pending or, to the Knowledge of the Parent (after reasonable inquiry), threatened (in writing) action or proceeding by any Governmental Entity for assessment or collection of taxes, impact fees or special assessments affecting any part of any Parent Property or Parent Leased Property; or (b)iv) zoning, each building, land-use, fire, safety and signage or other applicable Legal Requirements (including to the Knowledge of the Credit Parties has good title to all Parent, Title III of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use)Americans with Disabilities Act, all of its Leased Real Property42 U.S.C. xx.xx. 12181-12213, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, amended from time to time) or orders that are presently being violated or will be violated by the continued maintenance, if it comes to the knowledge operation or use of the Borrower that any buildings or other improvements on any of the Owned Real Parent Properties or the Parent Leased Properties or by the continued maintenance, operation or use of the parking areas related thereto. (e) Except as set forth in Schedule 4.14(e), Schedule 4.17 or Schedule 6.4 of the Parent Disclosure Schedule, no Parent Property or Parent Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as is subject to any sales contract, option, right of first refusal or similar agreement or arrangement in favor of any Third Party the Initial Borrowing Dateexercise of which would, individually or in the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically aggregate, reasonably be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes expected to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)have a Parent Material Adverse Effect.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a(a) sets forth a correct A true and complete list of all of the real property owned by the Company and its Subsidiaries is set forth in Section 3.15(a) of the Disclosure Schedule (collectively, the "OWNED REAL PROPERTY"). Honeywell has heretofore Made Available to Purchaser true and complete copies of the most recent surveys for the Owned Real Property in the possession of any of Honeywell, the Company or its Subsidiaries. (b) Section 3.15(b) of the Disclosure Schedule contains a true and complete schedule of all leases and subleases under which the Company or any of its Subsidiaries use or occupy or have the right to use or occupy, any real property (collectively, the "REAL PROPERTY LEASES") (the land, buildings and other improvements covered by the Real Property Leases being herein called the "LEASED REAL PROPERTY" and, collectively with the Owned Real Property, the "PROPERTY"), which schedule sets forth the date of and the parties to each Real Property Lease, and the address of the Leased Real Property covered thereby. Neither the Company nor its Subsidiaries, as tenant, are in monetary default beyond any applicable notice and cure periods with respect to the Real Property Leases with annual base rents of at least $100,000. (c) Section 3.15(c) of the Disclosure Schedule contains a true and complete schedule of all leases, subleases, licenses and other agreements (collectively, the "SPACE LEASES") granting to any person other than the Company and its Subsidiaries any right to the possession, use, occupancy or enjoyment of the Property or any portion thereof, which schedule sets forth the date of and the parties to each Space Lease. (d) Except as set forth in Section 3.15(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or holds, nor is it obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of the Property or any portion thereof or interest therein. (e) The Company and its Subsidiaries have good and marketable title to all machinery, equipment, furniture and other tangible assets used in the ordinary course of their business and operations that they purport to own ("TANGIBLE PROPERTY"), free and clear of any Encumbrances other than Permitted Encumbrances. The Tangible Property is in operating condition and repair (ordinary wear and tear excepted) and sufficient to operate the SPS Business in the ordinary course consistent with past practice. (f) The Company and its Subsidiaries own, lease, sublease or license all Property and Tangible Property that are used in the ordinary course of their business and operations. (g) All material components of all buildings, structures and other material improvements included within the Owned Real Property and to the knowledge of Honeywell included within the Leased Real Property that is actually and physically occupied by the Company or any of each Credit Party its Subsidiaries (other than Target the "IMPROVEMENTS"), including the roofs and its Subsidiariesstructural elements thereof and the heating, ventilation, air conditioning, systems and facilities included therein, are in operating condition and repair (ordinary wear and tear excepted) and Schedule 9.05(bsufficient to operate the SPS Business in the ordinary course consistent with past practice. (h) sets forth a correct The Company and complete list the Subsidiaries of all the Company have, as of the Closing Date, good and marketable fee title to the Owned Real Property and a valid leasehold interest in the Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse EffectProperty, as of provided in the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)applicable Lease, in each case, is valid free and enforceable clear of any liens, defects, exceptions, rights of way, restrictions, covenants, claims, similar matters, or other encumbrance in accordance respect of such property or asset (collectively, "ENCUMBRANCES"), except for Permitted Encumbrances. (i) Neither the Company nor any of its Subsidiaries has received written notice (and with its terms and is in full force and effect, and (b) respect to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as written notice from the respective landlord) of any pending, threatened or contemplated condemnation proceeding affecting the Owned Real Property or the Leased Real Property that is necessary to actually and physically occupied by the conduct Company or any of its business Subsidiaries or any part thereof or of any sale or other disposition of such Leased Real Property or any part thereof in the ordinary courselieu of condemnation. (j) Since January 1, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement2003, from time to time, if it comes to the knowledge of the Borrower that any no material portion of the Owned Real Property has suffered during the period of ownership, occupancy or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as use of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of by the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that Company or any of the Leased Real Property listed on Schedule 9.05(a) is leased its Subsidiaries, any material damage by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)fire or other casualty which has not heretofore been completely repaired or restored.

Properties. As (i) Neither of the Initial Borrowing DateCompanies own any real property. (ii) The real property listed on Schedule 4.2(i)(ii) (the “Leased Real Property”) constitutes a complete and correct list of all of the real property leased, subleased, licensed, or otherwise used in any material respect, pursuant to other similar agreements or arrangements, by either of the Companies and that significantly relate to the Business and operations of either of the Companies. Schedule 9.05(a4.2(i)(ii) also sets forth a complete and correct and complete list of all Owned Real Property and leases, subleases, licenses or other rental arrangements pursuant to which either of the Companies holds any Leased Real Property (individually, a “Lease” and collectively, the “Leases”). Each of the Companies has delivered or made available to Buyer accurate and complete copies of each Credit Party (of the Leases. None of the Leases referenced in the preceding sentence have been modified, assigned, changed, supplemented, amended, or mortgaged in any material respect, except to the extent that such modifications or other than Target and its Subsidiarieschanges are disclosed on Schedule 4.2(i)(ii) and Schedule 9.05(b) sets forth a correct and complete list or disclosed by the copies of all Owned Real Property and the Leases delivered or made available to Buyer. The Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a4.2(i)(ii) consists of one (1) office location and (ii) the rent for such Leased Real Property is at fair market value. If, and to the extent that, a Sellers’ office is located in or shares space with a Seller’s primary or other residence, then an allocation shall be made on a reasonable basis by NewCo for the costs and expenses incurred in connection with such shared space and such Seller shall bear the portion of the cost and expense relating to the residence. With respect to each of such leases Lease, and subleases listed except as otherwise specified on Schedule 9.05(b), in each case, 4.2(i)(ii): (A) such Lease is valid and enforceable in accordance with its terms and is in full force and effect, and (b) subject to the knowledge application of the Borrower any bankruptcy or creditors’ rights Laws and, if applicable, proper authorization and execution of such Lease by the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(athereto; (B) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any none of the Leased Real Property listed on Schedule 9.05(a) is leased has been subleased, licensed, assigned or otherwise transferred or conveyed by CFL then such either of the Companies, and to each of the Sellers’ Knowledge, there are no Liens that affect the Leased Real Property shall automatically as a result of the acts or omissions of either of the Companies; (C) Neither of the Companies has received any written notice from any Governmental Authority that the use, occupancy, and operations of any Leased Real Property by such Company is not in compliance with all applicable Laws and permits; or (D) Neither of the Companies has received from any counterparty thereto or sent to any counterparty thereto written notice of any material default or alleged default in the performance of any obligation to be deemed removed from Schedule 9.05(a)performed or paid under any Lease.

Properties. As (a) Except as set forth in SCHEDULE 4.4(a), neither Seller nor any Assigning Affiliate has received written notice of any pending Condemnation or involuntary rezoning proceedings, and to the Knowledge of Seller there are no Condemnation or involuntary rezoning proceedings threatened with respect to any of the Initial Borrowing DateProperties (including the Master LLC Properties). None of the proceedings set forth on SCHEDULE 4.4(a) relates to a Material Condemnation. (b) The rent rolls delivered pursuant to a separate disclosure statement dated March 24, Schedule 9.05(a) sets forth a 2004 (the "RENT ROLL"), list each Lease in effect as of the dates of the Rent Roll. The Rent Roll is true, correct and complete list as of the date thereof. Except as entered into by Seller pursuant to the express terms of Section 6.2 and/or Section 7.5(a), and except as set forth on SCHEDULE 4.4(c)-1 hereof, no Leases shall exist on the Closing Date other than the Leases listed on the Rent Roll. "LEASE" means each lease or other right of occupancy affecting or relating to a Property (including the Master LLC Properties) in which Seller or any Assigning Affiliate that is an owner or ground lessee of a Property is the landlord, either pursuant to the lease agreement or as successor to any prior landlord, but shall not include subleases, franchise agreements, concession agreements or similar occupancy agreements entered into by Tenants or subtenants which by their nature are subject to Leases. Seller has made available to Purchaser true, correct and complete copies of all Owned Real Property Leases, including all amendments, modifications, supplements, renewals, extensions and Leased Real Property guarantees and supplements, and other occupancy agreements with respect to the Leases. Each Tenant under the Leases is a bona fide tenant in possession or has a right to possession of the premises demised thereunder. SCHEDULE 4.4(c)-3 discloses all security and other deposits made by each Credit Party of the tenants under the Leases which have not been applied as of the date of the Rent Roll. None of Seller and the Assigning Affiliates has received any advance payment of rent (other than Target and its Subsidiariesfor the current month) and Schedule 9.05(b) sets forth a correct and complete list on account of all Owned Real Property and Leased Real Property any of Target and its Subsidiaries which the Leases except as shown on SCHEDULE 4.4(b). All of the Leases are expected to become Credit Parties on assignable by Seller or after an Assigning Affiliate as contemplated by this Agreement without the Merger Closing Dateconsent of any other party other than the lenders under the Assumed Indebtedness. Except as could set forth in SCHEDULE 4.4(b). no breach or default exists under (and to the Knowledge of Seller, there does not reasonably be expected to have exist any condition which upon the passage of time or the giving of notice or both would cause a Material Adverse Effectviolation or default of any term under) any Lease, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) which breach or default remains uncured, and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and neither Seller nor any Assigning Affiliate has received written notice that it is in full force and effectbreach or default under any. Lease to which it is a party, and (b) to the knowledge of the Borrower and the other Credit Parties, no which breach or default by any party to any such Lease, lease or sublease existsremains uncured. Except as set forth on Schedule 9.05(aSCHEDULE 4.4(b), there are no commissions or other fees payable to any Person with regard to the execution of the Leases (including any New Leases) or with regard to any options to renew, extend or expand (bwhether previously or hereinafter exercised). Except as set forth in SCHEDULE 7.5(a), each of the Credit Parties has good title and subject to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use)Section 7.5, all Lease Expenses under the provisions of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(bLeases (including any New Leases) was owned shall be paid by an Excluded Subsidiary as of Seller, at Seller's sole cost and expense, in accordance with the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same applicable Leases and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)other agreements related thereto.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a(a) sets forth a correct A true and complete list of all of the real property owned by any of the Companies and their Subsidiaries is set forth in Section 3.15(a) of the Disclosure Schedule (collectively, the “Owned Real Property and Leased Real Property Property”), and, except as set forth in Section 3.15(a) of each Credit Party the Disclosure Schedule, neither the Companies nor any of their Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (other than Target and its Subsidiariesb) and Schedule 9.05(b) sets forth a correct A true and complete list of all of the real property that is leased, subleased or licensed by any of the Companies or their Subsidiaries, with annual rental payments of at least $100,000 per year under the leases or subleases, is set forth in Section 3.15(b) of the Disclosure Schedule (collectively, the “Leased Real Property”) (the Owned Real Property and the Leased Real Property are collectively referred to herein as the “Property”). Each lease (including amendments thereto) relating to the Leased Real Property shall be deemed a Material Contract for all purposes pursuant to this Agreement. (c) The Companies and their Subsidiaries have good and marketable title, or the valid and enforceable right to use, all machinery, equipment, furniture and other tangible assets used in the ordinary course of Target their business and its operations (“Tangible Property”), free and clear of any Encumbrance, other than Permitted Encumbrances. (d) The Companies and their Subsidiaries own, lease or license all Property and Tangible Property that are used in the ordinary course of their business and operations. (e) There are no contracts or options to sell the Owned Real Property or any portion of the Owned Real Property which are expected to become Credit Parties on or after presently in effect other than those set forth in Section 3.15(a) of the Merger Closing DateDisclosure Schedule. Except as could not reasonably be expected set forth in Section 3.15(e) of the Disclosure Schedule, none of the Companies or any of their Subsidiaries has entered into any leases with respect to the Owned Real Property or subleases of the Leased Real Property or otherwise granted a license to any Person to use the Property. (f) The Companies and the Subsidiaries of the Companies have good and marketable fee title to the Owned Real Property and a Material Adverse Effectvalid leasehold interest in the Leased Real Property, as of provided in the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)applicable Lease, in each case, is valid free and enforceable clear of any mortgages, liens, pledges, security interests or similar charges, defects, exceptions, rights of way, restrictions, covenants, claims, similar matters, or other encumbrance of any nature whatsoever in accordance with its terms and is in full force and effectrespect of such property or asset (collectively, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b“Encumbrances”), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than except for Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Encumbrances.

Properties. As of (A) Seller owns no real property other than the Initial Borrowing DateOwned Real Property. With respect to the Owned Real Property: (a) Seller has good and marketable fee simple title, Schedule 9.05(a) sets forth a correct free and complete list clear of all Liens, except Permitted Encumbrances; (b) except as set forth on Schedule 5(b)(iv)(A), Seller has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and Leased Real Property (c) there are no outstanding options, rights of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list first offer or rights of all first refusal to purchase such Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date any portion thereof or interest therein. (aB) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b5(b)(iv), each of the Credit Parties has good title to all of its Seller does not lease any real property. (C) The Owned Real Property comprises all of the real property used in the business of Seller, and personal Seller is not a party to any agreement or option to purchase any real property and valid leasehold interests or interest therein. (D) [Reserved.] (E) Seller has not received written notice of any condemnation, expropriation or other proceeding in (eminent domain affecting the Owned Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding, or any claim, litigation, administrative action or similar proceeding, pending or, to the Knowledge of Seller, threatened, against Seller or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary relating to the conduct of its business in the ordinary courseownership, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above lease, use or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any occupancy of the Owned Real Property or Leased any portion thereof, or the operation of the business of Seller as currently conducted thereon. (F) To the Knowledge of Seller, the Owned Real Property listed is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use laws and all insurance requirements affecting the Owned Real Property (collectively, the "Real Property Laws"). Seller has not received any notice of violation of any Real Property Law and, to the Knowledge of Seller, there is no basis for the issuance of any such notice or the taking of any action for such violation. (G) The Owned Real Property has direct access to a public street adjoining the Owned Real Property or has access to a public street via insurable easements benefiting such parcel of Owned Real Property, and, except as set forth on Schedule 9.05(b) was owned by an Excluded Subsidiary as 5(b)(iv), such access is not dependent on any land or other real property interest that is not included in the Owned Real Property. None of the Initial Borrowing DateImprovements or any portion thereof is dependent for its access, use or operation on any land, building, improvement or other real property interest that is not included in the Borrower shall notify Owned Real Property. (H) Except as set forth on Schedule 5(b)(iv), all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Administrative Agent Owned Real Property have been installed and are operational and sufficient for the operation of same the business of Seller as currently conducted thereon. (I) Seller’s use or occupancy of the Owned Real Property or any portion thereof and the operation of the business of Seller as currently conducted thereon is not dependent on a "permitted non-conforming use" or "permitted non-conforming structure" or similar variance, exemption or approval from any Governmental Authority. (J) The current use and occupancy of the Owned Real Property and the operation of the business of Seller as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(bProperty. (K) effective as For purposes of this Agreement, “Permitted Encumbrances” means: (i) liens for Taxes or assessments and similar charges, which either are (A) not delinquent or (B) being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP, (ii) mechanics’, materialmen’s or contractors’ liens or encumbrances or any similar statutory lien or restriction for amounts not yet due and payable incurred in the date hereof and ordinary course of business, (iii) if it comes to zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the knowledge Owned Real Property which are not violated by the current use and operation of the Borrower within five Business Days Owned Real Property, (iv) covenants, conditions, restrictions, easements, charges, restrictions and other matters of record, or as would be shown on an “as-built” survey, which do not or would not materially impair the present use or occupancy of the Initial Borrowing Date that any affected property in the operation of the Leased Real Property listed on Schedule 9.05(abusiness of the Seller currently conducted thereon, (v) is leased Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of statutory obligations (none of which are individually or in the aggregate material to Seller), and (vi) Liens and encumbrances consented to by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Ethanex.

Properties. As (a) Sellers own no fee simple interest in Real Property, and have no obligation to purchase or acquire, now or in the future, any fee simple interest in Real Property. (b) SECTION 3.8(b) of the Initial Borrowing Date, Sellers' Disclosure Schedule 9.05(a) sets forth a true, correct and complete list of all Owned leases and other agreements, including all amendments thereto (collectively, the "REAL PROPERTY LEASES"), under which Sellers have the right to use or occupy, now or in the future, any real property, including the land, buildings and other improvements (the "REAL PROPERTY"). Except in connection with the Bankruptcy Petition, each Real Property Lease is valid, binding and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, all rent and other sums and charges payable by Sellers or their affiliates as tenants thereunder are current, no notice of default or termination under any Real Property Lease is outstanding, no termination event or condition or charged default on the part of Sellers or their affiliates as tenants or landlords exists under any Real Property Lease. Sellers have not received notice, and have no Knowledge, of any event that has occurred or condition that exists which, with the giving of notice or the lapse of time or both, would constitute such a default or termination event or condition. (bc) to Sellers have not received notice, and have no Knowledge, of any pending, threatened or contemplated condemnation proceeding affecting the knowledge Real Property or any part thereof, or of any sale or other position of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and or any part thereof, in lieu of condemnation. (d) Sellers have valid leasehold interests in the Real Property, free and clear of any Encumbrances, except for Real Estate Permitted Encumbrances or as otherwise set forth in SECTION 3.8(b) of Sellers' Disclosure Schedule. (e) Use of the Real Property for the various purposes for which it is presently being used is permitted under applicable zoning Laws and is not subject to "permitted non-conforming" use or otherwise has structure classifications. All Improvements are in material compliance with applicable Laws, including those pertaining to zoning, building and the right to use)disabled. No part of any Improvement encroaches on any real property not included in the Real Property, all and there are no buildings, structures, fixtures or other improvements primarily situated on adjoining property which encroach on any part of its Leased the Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower a manner that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)would cause a Material Adverse Effect.

Properties. As (a) Section 3.16(a) of the Initial Borrowing DateCompany Disclosure Schedule contains a true, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effectlist, as of the Initial Borrowing Date date hereof, of the Leased Premises and the Leases (aas defined in Section 3.16(f) below), the lessor and lessee (ior sublessor and sublessee, or licensor or licensee, as the case may be) and any guarantor under each Lease and the current use (or uses) of such Leases listed on Schedule 9.05(a) Leased Premises. Prior to the date hereof, the Parent and (ii) Sub have been provided with a true, correct and complete copy of each of such leases Lease and subleases listed on Schedule 9.05(b)all amendments thereto. The Company has good, in each case, is valid and binding license, leasehold or equivalent interest in all Leased Premises, free and clear of any Liens. Each Lease is the legal, valid and binding obligation of the Company thereunder and is enforceable in accordance with its terms and is in full force and effect. No event has occurred or circumstance exists which, and with the delivery of notice or the passage of time or both, would constitute a breach or default by the Company, or the lessor or sublessor or licensor or licensee, or which would permit the termination, modification or acceleration of performance of the obligations of the Company, or the lessor or sublessor or licensor or licensee, under any Lease. The Company has not received any notice that any lessor, sublessor or licensor under any Lease will not consent (where such consent is necessary) to the consummation of the Transactions, without requiring any modification of the rights or obligations of the lessee, sublessee or licensor thereunder. (b) Section 3.16(b) of the Company Disclosure Schedule contains a true, correct and complete list of the Owned Real Property (as defined in Section 3.16(f)(iii) below), including the address of each parcel of Owned Real Property, the entity which owns such Owned Real Property and the current use (or uses) of such Owned Real Property. Prior to the knowledge date hereof, the Parent has been provided with a true, correct and complete copy of all deeds, mortgages, surveys, title insurance policies (including any underlying documents relating to Liens), if any, or equivalent documentation with respect to the Owned Real Property and other material documents relating to or affecting the title to the Owned Real Property. The Company has good, valid and marketable title in fee simple to each of the Borrower Owned Real Property and to all buildings, structures and other improvements thereon and all fixtures thereto (other than any equipment leased by the other Credit PartiesCompany), no default by in each case, free and clear of any party Liens. The Company has not granted to any such LeasePerson any right to use or occupy any of the applicable Owned Real Property, lease other than rights or sublease existsgrants which appear of record. (c) No options or rights of first offer or rights of first refusal or similar rights or options have been granted by the Company to any Person to purchase, lease, license or otherwise acquire any interest in any of the Real Property. Except as set forth on Schedule 9.05(ain Section 3.16(c) or (b), each of the Credit Parties Company Disclosure Schedule, the Company has good title not mortgaged, hypothecated, pledged or otherwise encumbered any of the Real Property or its interest in any Real Property. (d) The Company is in possession of all material franchises, grants, authorizations, Governmental Permits, easements, variances, exemptions, consents, certificates and Orders (collectively, the "Permits") necessary to all of its Owned own, lease, license and operate the Real Property and personal property to carry on its business. Each such Permit is in full force and valid leasehold interests effect in all material respects. The Company is not in material conflict with, or in default (or otherwise would be in default with the giving of notice, the passage of time, or both) with, or in violation of, any of the Permits, which conflict, default or violation would, individually or in the aggregate, have a Company Material Adverse Effect. (e) The Company has not received written notice of any condemnation, expropriation or other proceedings in eminent domain pending, proposed or threatened with respect to any of the right Real Property which has had or would reasonably be expected to use), all have a Company Material EXECUTION COPY Adverse Effect or a material impact on the continued use and operation of its Leased any of the Real Property, Property to which they relate in each case as is necessary to the conduct of its the business of the Company as presently conducted. All buildings, structures and other improvements on any of the Real Property and all fixtures thereto are structurally sound with no known material defects and are in good operating condition and repair, except for routine wear and tear, and are adequate for the use and operation of the Real Property to which they relate in the conduct of the business of the Company as presently conducted and require no maintenance, repairs or replacements, except for ordinary courseroutine maintenance, free repairs or replacements, which are not material in nature or cost. (f) For the purpose of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of following defined terms shall have the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).following meanings:

Properties. As (a) Section 4.14(a) of the Initial Borrowing Date, Schedule 9.05(a) sets forth Company Disclosure Letter contains a correct true and complete list of all material real property owned by the Company and its Subsidiaries (the “Company Owned Real Property”). The Company and each of its Subsidiaries has good and valid title to, and with respect to real property owned by the Company or any of its Subsidiaries, insurable fee simple interest in, or valid license or leasehold interests in, all their respective properties and assets, in all material respects, except for Permitted Liens. All such properties and assets, other than properties and assets in which the Company or any of its Subsidiaries has a license or leasehold interest, are free and clear of all conditions, encroachments, easements, rights of way, restrictions and Liens, except for Permitted Liens. Except as set forth on Section 4.14(a) of the Company Disclosure Letter, the Company has furnished or made available to Parent prior to the date hereof copies of each deed for parcel of the Company Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all title insurance policies relating to the Company Owned Real Property in the possession or control of the Company. (b) The chart attached as Section 4.14(b) of the Company Disclosure Letter identifies each of the leases, site leases, subleases, and occupancy agreements in which either of the Company or its Subsidiaries has a leasehold interest, license or similar occupancy rights, whether as lessor or lessee (together with any material amendments thereto, each, a “Company Lease” and, collectively, the “Company Leases”; the property covered by Company Leases under which either the Company or its Subsidiaries is a lessee is referred to herein as the “Company Leased Real Property Property”; the Company Leased Real Property, together with the Company Owned Real Property, collectively being the “Company Property”). Each such Company Lease is in full force and effect and is a legal, valid, binding and enforceable obligation of Target the Company or a Subsidiary of the Company, as the case may be, and, to the knowledge of the Company, of the other party or parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law), and the Company and each of its Subsidiaries which are has complied with the terms of all Company Leases, except for such failures to be in full force and effect or to be in compliance that would not, individually or in the aggregate, be reasonably expected to become Credit Parties on have a Company Material Adverse Effect. The Company or after each respective Subsidiary of the Merger Closing Date. Except Company is in possession of the properties or assets purported to be leased under its respective leases, except as could would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company has provided to Parent true and complete in all material respects excerpts of all Company Leases under which the Company or its Subsidiaries is a lessee that contain (i) radius restrictions or non­compete provisions, (ii) restrictions on assignment, subletting or other transfer or (iii) restrictions on changes in the direct or indirect ownership of interests of the tenant. (d) None of the Company nor its Subsidiaries, nor their respective Affiliates, officers, directors, employees or consultants has leased, subleased, assigned, licensed or otherwise granted to any Person the right to use or occupy any material portion of the Company Property. Except for Permitted Liens, none of the Company Owned Real Property is subject to any option or other agreement granting to any Person or entity any right to obtain title to all or any portion of such property. (e) Except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower Company, all buildings, structures, fixtures, building systems and the other Credit Partiesequipment, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each and all components that are part of the Credit Parties has Company Property are in material compliance with all applicable Laws and are in good title to operating condition in all material respects and in a state of its Owned Real Property good and personal property working maintenance and valid leasehold interests repair in (or otherwise has all material respects, and are reasonably adequate and reasonably suitable for the right to use), all operation of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted LiensCompany’s business. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to To the knowledge of the Borrower that Company, there is no pending or written threat of condemnation or similar action affecting any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(bmaterial Company Property. (f) was owned by an Excluded Subsidiary as Section 4.14(f) of the Initial Borrowing DateCompany Disclosure Letter sets forth the true and correct in all material respects aging and valued cost of the Company’s retail inventory. Since February 2, 2013 through the date of this Agreement, the Borrower shall notify Company has purchased retail inventory in a manner consistent in all material respects with the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as ordinary past practices of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Company.

Properties. As (a) The Disclosure Schedule correctly describes each parcel of real property leased or subleased by the Initial Borrowing DateCompany (the "Real Property"). The Company does not own any real property except the building and improvements with respect to the Plainfield store in Indianapolis, Indiana. (b) The Disclosure Schedule 9.05(a) sets forth a correct contains an accurate and complete list and summary description of all Owned Real Property Property. Complete and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list copies of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on leases, including all amendments or after modifications thereto (collectively, the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b"Leases"), have been made available to the FS Stockholder. Each Lease set forth in each case, is valid and enforceable the Disclosure Schedule (or required to be set forth in accordance with its terms and the Disclosure Schedule) is in full force and effect; all rents and additional rents due to date on each such Lease have been paid; in each case, the lessee has been in peaceable possession since the commencement of the original term of such Lease and is not in default thereunder, except for defaults which would not constitute a Material Adverse Effect, and (b) no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the lessor; and except as set forth on the Disclosure Schedule, there exists no event of 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 Lease which would constitute a Material Adverse Effect. The Company has not violated any of the terms or conditions under any such Lease in any material respect, and, to the best of the knowledge of The Limited, all of the Borrower and the other Credit Parties, no default covenants to be performed by any other party to under any such LeaseLease have been fully performed. With respect to all Real Property, lease or sublease existsthe Company has adequate rights of ingress and egress for operation of the business of the Company in the ordinary course and consistent in all material respects with past practice and with the Company's business plans as in effect on the date hereof. Except as set forth on Schedule 9.05(a) in the Disclosure Schedule, no condemnation proceeding or (b)other litigation is pending or, each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct best of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of The Limited, threatened which would preclude or impair the Borrower that use of any of the Owned such Real Property by the Company for the purposes for which it is currently used or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically proposed to be deemed removed from Schedule 9.05(b) effective used as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)hereof.

Properties. As (i) Neither of the Initial Borrowing DateCompanies own any real property. (ii) The real property listed on Schedule 4.2(i)(ii) (the “Leased Real Property”) constitutes a complete and correct list of all of the real property leased, subleased, licensed, or otherwise used in any material respect, pursuant to other similar agreements or arrangements, by either of the Companies and that significantly relate to the Business and operations of either of the Companies. Schedule 9.05(a4.2(i)(ii) also sets forth a complete and correct and complete list of all Owned Real Property and leases, subleases, licenses or other rental arrangements pursuant to which either of the Companies holds any Leased Real Property (individually, a “Lease” and collectively, the “Leases”). Each of the Companies has delivered or made available to Buyer accurate and complete copies of each Credit Party (of the Leases. None of the Leases referenced in the preceding sentence have been modified, assigned, changed, supplemented, amended, or mortgaged in any material respect, except to the extent that such modifications or other than Target and its Subsidiarieschanges are disclosed on Schedule 4.2(i)(ii) and Schedule 9.05(b) sets forth a correct and complete list or disclosed by the copies of all Owned Real Property and the Leases delivered or made available to Buyer. The Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a4.2(i)(ii) consists of one (1) office location and (ii) the rent for such Leased Real Property is at fair market value. If, and to the extent that, a Seller’s office is located in or shares space with a Seller’s primary or other residence, then an allocation shall be made on a reasonable basis by Buyer for the costs and expenses incurred in connection with such shared space and such Seller shall bear the portion of the cost and expense relating to the residence. With respect to each of such leases Lease, and subleases listed except as otherwise specified on Schedule 9.05(b), in each case, 4.2(i)(ii): (A) such Lease is valid and enforceable in accordance with its terms and is in full force and effect, and (b) subject to the knowledge application of the Borrower any bankruptcy or creditors’ rights Laws and, if applicable, proper authorization and execution of such Lease by the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(athereto; (B) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any none of the Leased Real Property listed on Schedule 9.05(a) is leased has been subleased, licensed, assigned or otherwise transferred or conveyed by CFL then such either of the Companies, and to each of the Sellers’ Knowledge, there are no Liens that affect the Leased Real Property shall automatically as a result of the acts or omissions of either of the Companies; (C) Neither of the Companies has received any written notice from any Governmental Authority that the use, occupancy, and operations of any Leased Real Property by such Company is not in compliance with all applicable Laws and permits; or (D) Neither of the Companies has received from any counterparty thereto or sent to any counterparty thereto written notice of any material default or alleged default in the performance of any obligation to be deemed removed from Schedule 9.05(a)performed or paid under any Lease.

Properties. As (a) Neither the Company nor any of its Subsidiaries own any Real Property. (b) Schedule 4.11(b) of the Initial Borrowing DateCompany Disclosure Schedules lists the addresses of all Real Property leased (the “Leased Real Property”) by the Company or any of its Subsidiaries as of the date hereof and lists each lease agreement to which the Company or any of its Subsidiaries is a party with respect to the Leased Real Property (each, a “Lease”). The Company has made available to Parent copies of all of the Leases, and all written modifications, amendments and supplements thereto which copies are true and complete in all material respects. Except as disclosed on Schedule 9.05(a4.11(b) of the Company Disclosure Schedules: (i) each of the Leases was made in the Ordinary Course of Business and is valid, binding and currently in full force and effect; (ii) to the Knowledge of the Company, no material default or material preemptive right by any landlord under any Lease, after applicable grace periods, if any, exists as of the date hereof; (iii) the Company has not received any written notice alleging a material default by the Company or any of its Subsidiaries under any Lease and (A) there are no material defaults by the Company or any of its Subsidiaries under any Lease that would entitle a landlord thereunder to terminate such Lease, and (B) to the Knowledge of the Company, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a material default by the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries is obligated to pay any leasing or brokerage commission relating to any Lease or upon the renewal of any Lease; and (v) no construction, alteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by the Company or any of its Subsidiaries. (c) Schedule 4.11(c) of the Company Disclosure Schedules attached hereto sets forth a true, correct and complete list of all Owned Real Property and Leased Real Property items of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list tangible personal property owned by the Company or any of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof having either a net book value per unit or an estimated book value per unit in excess of Five Thousand Dollars ($5,000); or not owned by the Company or any of its Subsidiaries but in the possession of or used or useful in the business of the Company or any of its Subsidiaries and having rental payments therefor in excess of One Thousand Dollars ($1,000) per month or Twelve Thousand Dollars ($12,000) per year (collectively, the “Personal Property”). The Company and each of its Subsidiaries have good and marketable title to, or a valid leasehold interest in, all of their Personal Property and assets shown on the Company Balance Sheet or acquired by any of them after the date of the Company Balance Sheet, free and clear of any Encumbrances, except for (i) assets which have been disposed of since the date of the Company Balance Sheet in the Ordinary Course of Business, (ii) Encumbrances reflected in the Company Balance Sheet, (iii) if it comes Encumbrances related to the knowledge Lender Debt, all of which will be released or extinguished as of the Borrower within five Business Days of Effective Time, and (iv) Permitted Encumbrances or other Encumbrances which would not have, individually or in the Initial Borrowing Date that any aggregate, a Material Adverse Effect on the Company. (d) The continued use, occupancy and operation of the Leased Real Property listed on Schedule 9.05(aas currently used, occupied and operated by the Company or any of its Subsidiaries, do not, to the Knowledge of the Company, violate any material applicable building, zoning, subdivision, other land use and similar laws, regulations and ordinances or any material license, franchise, permit, certificate, approval or other similar authorization of a Governmental Body. (e) No representation or warranty is leased by CFL then such Leased Real made in this Section 4.11 with respect to any Company Intellectual Property shall automatically be deemed removed from Schedule 9.05(a)that is the subject of Section 4.12.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Balance Sheet or acquired after the Balance Sheet Date, except as have been disposed of since the Balance Sheet Date in the ordinary course of business. (b) Section 4.14(b) of the Company Disclosure Schedule sets forth a description of the address of each real property that is owned in fee simple by the Company or its Subsidiaries (the “Owned Real Property”) as of the Initial Borrowing Date (a) (i) each date of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower this Agreement and the other Credit Parties, no default by any party to any such Lease, lease applicable Company or sublease existsSubsidiary that is the owner thereof. Except as set forth on Schedule 9.05(a) would not have a Company Material Adverse Effect, the Company or (b), each of the Credit Parties has its Subsidiaries have good and marketable fee simple title to all each parcel of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free and clear of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge . (c) Section 4.14(c) of the Borrower Company Disclosure Schedule sets forth a description of the address of each material real property that any of is leased, subleased, licensed, used or otherwise occupied by the Company or its Subsidiaries (the “Leased Real Property” and, together with the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing DateProperty, the Borrower shall notify the Administrative Agent of same and such Owned “Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(bProperty”) effective as of the date hereof of this Agreement. Except as would not have a Company Material Adverse Effect, the Company or its Subsidiary, as applicable, has a good and (iii) if it comes valid leasehold estate in and to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(apursuant to the applicable Lease, free and clear of all Liens other than Permitted Liens. (i) Each lease, sublease or license (together with all amendments, modifications, guarantees and other supplements thereto, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases, licenses, uses or otherwise occupies any real property is leased by CFL then such Leased valid and in full force and effect and (ii) neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge, any other party to a Lease, is in violation of any provision of any Lease, in each case, except as would not have a Company Material Adverse Effect. (d) Except as would not have a Company Material Adverse Effect, (i) the Real Property shall automatically be deemed removed from Schedule 9.05(aand all buildings, structures, improvements and fixtures located on the Real Property are adequate for the purposes for which they are currently used, and (ii) there are no outstanding options, rights of first refusal or rights of first offer to purchase or lease the Owned Real Property. (e) Except as would not have a Company Material Adverse Effect, no casualty event has occurred with respect to all or any portion of the Real Property that has not been fully remedied (including as required pursuant to any applicable Lease). Except as would not have a Company Material Adverse Effect, there is no pending, nor to the Company’s Knowledge, threatened, condemnation, eminent domain or similar Proceeding in respect of the Real Property.

Properties. As (a) Neither the Company nor any of the Initial Borrowing DateCompany Subsidiaries own any real property or is a party to any Contract (including any option agreement) to purchase any interest in real property. Other than the Leased Real Property, neither the Company nor the Company Subsidiaries has any interest in any real property. (b) Schedule 9.05(a5.11(b) sets forth as of the date of this Agreement, the address of each parcel of real property subject to a lease, sublease, license or occupancy agreement to which the Company or any of the Company Subsidiaries is a party as lessee, sublessee, licensee or occupant (the “Leased Real Property”), the identity of the lessor, lessee and current occupant (if different from the lessee) and a list, as of the date of this Agreement, of all such leases, subleases, licenses and other occupancy agreements, including all amendments and supplements thereto and guaranties thereof (the “Real Property Leases”). The Seller has made available to the Buyer complete, correct and complete list accurate copies of all Owned each Real Property Lease. Except as set forth in Schedule 5.11(b), neither the Company nor any of the Company Subsidiaries has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any of the Leased Real Property or portion thereof. (c) The Company or one of the Company Subsidiaries owns good and valid leasehold title, the legal title of which has been registered at the local land registry if required by applicable law, to the Leased Real Property and Leased Real Property of all property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, in each Credit Party (other than Target case, free and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list clear of all Owned Real Property Liens, except (i) for Permitted Liens, (ii) for the property and Leased Real Property assets that have been disposed of Target by the Company or any Company Subsidiary since the Company Balance Sheet Date in the ordinary course of business consistent with past practice and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could (iii) in respects that would not reasonably be expected to have be material to the Company and the Company Subsidiaries, taken as a Material Adverse Effectwhole. (d) Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as of the Initial Borrowing Date (a) (i) a whole, each of such Leases listed on Schedule 9.05(a) Real Property Lease is valid, binding and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect. Neither the Company nor any of the Company Subsidiaries, nor to the Seller’s Knowledge any other party to a Real Property Lease, has materially violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Real Property Lease, and neither the Seller, the Company nor any of the Company Subsidiaries has received notice that the Company or any Company Subsidiary has materially breached, violated or defaulted under any Real Property Lease. (be) There are no pending or, to the knowledge Knowledge of the Borrower and Seller, threatened, (i) appropriation, condemnation or eminent domain Proceedings related to the Leased Real Property or any part thereof or (ii) sale or other Credit Parties, no default by disposition of the Leased Real Property or any party to any such Lease, lease or sublease exists. part thereof in lieu of condemnation. (f) Except as set forth on Schedule 9.05(a) or (b5.11(f), each of (i) the Credit Parties has good title to all of its Owned Real Property Company’s and personal property the Company Subsidiaries’ possession and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any quiet enjoyment of the Leased Real Property listed on Schedule 9.05(ahas not been disturbed in any material respect and (ii) is leased by CFL then such Leased neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in a Real Property shall automatically be deemed removed from Schedule 9.05(a)Lease or any interest therein.

Properties. As 30.1 The Company currently occupies the Properties pursuant to a valid licence agreement dated 29 June 2004 with MLS Business Services Limited (the “MLS Contract”) and a valid tenancy agreement with Xxxxx Xxxxxxx which commenced on 29 December 2003 (the “Tenancy”), respectively. 30.2 The Company is not and has no reason to believe that it may be in breach of any of the Initial Borrowing Dateterms of the MLS Contract or the Tenancy. 30.3 The Company has no outstanding liabilities in respect of the MLS Contract or the Tenancy and all rents and other charges payable on each have been paid up to date. 30.4 The Company has not had occasion to make any claim or complaint in relation to any neighbouring property or its use or occupation and there are no disputes, Schedule 9.05(a) sets forth a correct and complete list claims, actions, demands or complaints in respect of all Owned Real any Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on ongoing nor are any disputes, claims, actions, demands or after complaints anticipated and no notices materially affecting any Property have been given or received and not complied with. 30.5 Save as Disclosed, the Merger Closing DateCompany has no other property interests. 1. Except as could not reasonably be expected to have a Material Adverse Effect, as The liability of the Initial Borrowing Date Warrantors under the Warranties shall be reduced if and to the extent that the loss shall have been recovered under the Tax Covenant (and vice versa). 2. The Warrantors shall not be liable for any Warranty Claim if, and to the extent that, it is Disclosed provided that; (a) only the disclosures in the section of the Disclosure Letter entitled “Tax Disclosures” (to the extent Disclosed) shall be treated as having been Disclosed against the Tax Warranties; (b) nothing in the Disclosure letter shall limit the Warrantors’ liability under the Tax Covenant or under the Indemnities; (c) only the disclosures in section 29 of the Disclosure Letter (to the extent Disclosed) shall be treated as having been Disclosed against the Warranties in paragraph 29 (Pensions) of schedule 3. 3. The Warrantors shall not be liable for a Claim unless: (a) the Warrantors’ Representative has received written notice of such Claim in accordance with paragraph 6 below from the Purchaser: (i) each in the case of such Leases listed a Non-Tax Claim, on Schedule 9.05(a) and or before 31 March 2006 ; or (ii) each in the case of such leases and subleases listed on Schedule 9.05(b)any Tax Claim, in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and not later than seven years from Completion; (b) the amount of such Claim, or series of Claims arising from the same facts or circumstances such that they should reasonably be regarded as related Claims, (or if when any such Claim is agreed, settled or otherwise determined it is at a lower amount than the amount initially claimed by the Purchaser, such lower amount) exceed £5,000; and (c) (except in relation to a Claim for a breach of Clause 2.5) the knowledge amount of such valid Claim qualifying under sub-paragraph (b) above, when aggregated with all other valid Claims qualifying under sub-paragraph (b) above made on the same occasion or previously, or if when any such Claims are agreed, settled or otherwise determined, the aggregate amount is at a lower amount than the amounts of the Borrower Purchaser’s original Claims, such lower amount) is equal to or exceeds £100,000 (in which case the Warrantors shall be liable for the whole amount of all of the Warranty Claim and not simply the other Credit Partiesexcess). (d) In determining whether the amount of a Claim (or the aggregate amount of Claims (if applicable)) exceeds the threshold of £5,000 in sub-paragraph (b) above and/or the threshold of £100,000 in sub-paragraph (c) above: (i) any interest, no default costs or expenses (including, without limitation, advisers’ fees) claimed by the Purchaser as part of its Claim shall be excluded; and (ii) the amount of the Claim is the amount as reduced by the application of the provisions of this schedule 4, if relevant. 4. The aggregate liability of the Warrantors in respect of all Claims shall not exceed £8,805,346 (or, if lower, the value of Consideration actually payable). 5.1 The liabilities of the Warrantors under this Agreement shall not be joint and several and (save for claims under Clause 2.5) the Purchaser shall be obliged to join in all the Warrantors in any party action or proceedings alleging or relating to a Claim. In addition, the liability of each of the Warrantors in respect of any and all such LeaseClaims shall be limited to (i) that Warrantor’s Percentage of the amount due after the Claim is agreed, lease settled or sublease exists. Except as otherwise determined or (ii) the amount set forth on Schedule 9.05(aout opposite that Warrantor’s name below, whichever of (i) or (b)ii) is the lower. Claims (whether against Warrantors or Vendors) shall be settled first of all in cash (up to the maximum amount of Cash Consideration received by the relevant warrantor and/or Vendor and in respect of any excess by surrender of Consideration Shares (the value of which it is agreed for these purposes shall remain at $8.12 per share and shall be subject to an exchange rate of USD$1.882 to GBP£1) and provided always that the Purchaser shall recoup such settlement as far as possible from any Cash Consideration or Consideration Shares being held by the Escrow Agent before pursuing the Warrantors personally for payment. Xxxxxxx Xxxxxxx 27.42 2,414,328.45 Xxxx Xxxxx 27.42 2,414,328.45 Xxxxxx Xxxxxxxx 26.09 2,296,919.22 Xxxxxxx Xxxxxxxx 14.35 1,263,200.45 Xxxxx Xxxxxx 4.72 416,592.54 5.2 Accordingly, in the event that after payment in respect of a Claim has been made, another Claim is agreed, settled or otherwise determined, the Warrantors’ liability under that subsequent and any other subsequent Claim shall be limited or excluded so that the maximum aggregate liability of each Warrantor under all Claims shall be the amount set out opposite that Warrantor’s name above in this paragraph 5. 5.3 In the event that the Purchaser has a Claim under clause 2.5 the Purchaser’s remedy shall be an action or proceedings against the Vendor (or, if the Shares affected are those sold by more than one Vendor, the relevant Vendors) whose Shares are affected by the breach of clause 2.5. 5.4 The maximum aggregate liability of each of the Credit Parties has good title to Vendor(s) who are not Warrantors in respect of any and all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case Claims under clause 2.5 shall be as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).set out below:

Properties. As (a) None of the Initial Borrowing DateStewardship Entities owns any real properties classified as OREO. (b) The real properties owned by, or demised by the leases to, Stewardship and Stewardship Bank are listed on Schedule 9.05(a4.15(b), and constitute all of the real property owned, leased (whether or not occupied and including any leases assigned or leased premises sublet for which Stewardship or Stewardship Bank remains liable (collectively, the “Real Property”)), used or occupied by Stewardship or Stewardship Bank in connection with their respective business operations. (c) sets forth Stewardship or Stewardship Bank owns good and marketable title to each parcel of real property identified on Schedule 4.15(c)(i) as being owned by Stewardship or Stewardship Bank (collectively, the “Owned Real Property”), free and clear of any Encumbrance, except for Permitted Encumbrances. Stewardship or Stewardship Bank possesses a correct valid leasehold interest in each parcel of real property identified on Schedule 4.15(c)(ii) as being demised by lease to Stewardship or Stewardship Bank (collectively, the Leased Real Property”), free and complete list clear of all any Encumbrances, except for Permitted Encumbrances. The Owned Real Property and the Leased Real Property are collectively referred to herein as the “Operating Real Property.” (d) Each parcel of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Operating Real Property and Leased has access sufficient for the conduct of the business as conducted by Stewardship or Stewardship Bank on such parcel of Operating Real Property of Target to public roads and its Subsidiaries which are expected to become Credit Parties on or after all utilities, including electricity, sanitary and storm sewer, potable water, natural gas, telephone, fiberoptic, cable television, and other utilities used in the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as operation of the Initial Borrowing Date (a) business at that location. To the Knowledge of Stewardship, (i) each neither Stewardship nor Stewardship Bank is in violation of such Leases listed on Schedule 9.05(a) any applicable zoning ordinance or other Law relating to the Operating Real Property, and (ii) neither Stewardship nor Stewardship Bank has received any written notice of any such violation or the existence of any condemnation or other proceeding with respect to any of the Operating Real Property. To the Knowledge of Stewardship, the buildings and other improvements are located within the boundary lines of each parcel of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effectOperating Real Property, and (b) do not encroach over applicable setback lines. To the Knowledge of Stewardship, there are no improvements contemplated to be made or required by any Governmental Entity, the knowledge costs of which are to be assessed as assessments, special assessments, special Taxes or charges against any of the Borrower Operating Real Property. (e) Each of Stewardship and Stewardship Bank has good and marketable title to, or a valid leasehold interest in, the machinery, equipment and other Credit Partiestangible assets and properties used by it, no default by any party to any such Leaselocated on the Operating Real Property or shown in the Latest Stewardship Balance Sheet, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b)free and clear of all Encumbrances, each except for Permitted Encumbrances and properties and assets disposed of in the Ordinary Course of Business since the date of the Credit Parties has good title to all Latest Stewardship Balance Sheet. (f) To the Knowledge of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use)Stewardship, all of its Leased Real Propertythe buildings, fixtures, furniture and equipment necessary for the conduct of the business of Stewardship or Stewardship Bank are in each case as is adequate condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business. Each of Stewardship and Stewardship Bank owns, or leases under valid leases, all buildings, fixtures, furniture, personal property, land improvements and equipment necessary to for the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if as it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)presently being conducted.

Properties. As (i) Section 2.01(s)(i) of the Initial Borrowing Date, Schedule 9.05(a) Disclosure Schedules sets forth a true, correct and complete list of all Owned Real Property the common name and Leased Real Property address of each Credit Party hotel owned or leased (other than Target including ground leased) by the Company and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list each of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties as lessee or sublessee (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or after under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as a “Company Property”). As of the Merger Closing Datedate hereof, each of the Company Properties leased by the Company or each Subsidiary is indicated on Section 2.01(s)(i) of the Disclosure Schedules. Except There are no real properties that the Company or any of its Subsidiaries is obligated to buy, lease or sublease at some future date. As of the date of this Agreement, except as could not indicated on Section 2.01(s)(i) of the Disclosure Schedules, there are no real properties that the Company or any of its Subsidiaries have under contract to be sold. (ii) The Company or its Subsidiaries own good and valid fee simple title or leasehold title (as applicable) to the Company Properties, in each case, free and clear of liens, mortgages, deeds of trust, pledges, claims against title, charges, security interests, rights of first refusal, options, preemptive rights, community property rights or other adverse property rights, easements, hypothecation, encumbrance, infringement, interference, community property interest, rights of way or other similar items, or any other restriction or encumbrances on title of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset or any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset) (collectively, “Liens”), except for Company Permitted Liens, none of which Company Permitted Liens have had, and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For the purposes of this Agreement, “Company Permitted Liens” shall mean any (i) Liens relating to any indebtedness set forth on Section 2.01(s)(ii)(1) of the Disclosure Schedules, (ii) statutory or other Liens for taxes or assessments that are not yet due (or are due but not yet delinquent) or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP, (iii) the terms of any Major Leases (as defined herein) or any other leases, subleases or licenses entered into by the applicable Subsidiary as landlord, sublandlord or licensor in the ordinary course of business, (iv) Liens imposed or promulgated by Law or any governmental authority, including zoning regulations, permits and licenses, (v) Liens (but excluding Liens relating to any indebtedness other than as set forth on Section 2.01(s)(ii)(1) of the Disclosure Schedules) that are disclosed on the title insurance policies or title insurance commitments listed on Section 2.01(s)(ii)(5) of the Disclosure Schedules (including any air rights described in such Liens), (vi) any right, title or interest of a lessor or sublessor set forth in any ground lease, (vii) any Liens in favor of a lessor or sublessor set forth in any ground lease to secure unpaid rent, (viii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business consistent with past practice that are related to obligations not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings and (ix) any other Liens (but excluding Liens relating to indebtedness) that do not materially impair the value of the applicable Company Property as currently used and operated. Section 2.01(s)(ii) of the Disclosure Schedules describes any Company Permitted Liens that, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)date hereof, are being contested in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default good faith by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)appropriate proceedings.

Properties. As (a) Section 3.15(a) of the Initial Borrowing Date, Company Disclosure Schedule 9.05(a) sets forth a correct complete and complete accurate list and description of all the real property owned in fee simple title by the Transferred Companies, their Subsidiaries or the Project Entities (the “Owned Real Property and Leased Real Property of each Credit Party (other than Target and its SubsidiariesProperties”) and real property that the Transferred Companies, their Subsidiaries or the Project Entities have agreed (or have an option) to purchase or sell or may be obligated to purchase or sell. The Owned Properties are free and clear of Encumbrances. (b) Section 3.15(b) of the Company Disclosure Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, lists as of the Initial Borrowing Date (a) (i) date hereof each ground lease, air rights lease or other similar lease pursuant to which each of such Leases listed on Schedule 9.05(a) the Transferred Companies, their Subsidiaries or Project Entities is a lessee (individually, a “Ground Lease” and (ii) each of such leases and subleases listed on Schedule 9.05(bcollectively, “Ground Leases”), and each lease in effect as of the date hereof and to which any Transferred Company, any of their Subsidiaries or any Project Entity is a party as landlord or lessee (such leases, together with all amendments, modifications, supplements, renewals, extensions, guarantees and other documents related thereto, the “Company Leases,” and together with the Owned Properties and the Ground Leases, collectively the “Transferred Company Properties”) that relate to in excess of 2,000 square feet of net rentable area. With respect to each casesuch Ground Lease or Company Lease, each such Ground Lease or Company Lease is valid in full force and effect and is valid, binding and enforceable in accordance with its terms and is in full force and effectagainst the lessor or lessee thereunder, and (b) as applicable. The counterparty to the knowledge of the Borrower and the other Credit Partieseach Ground Lease or Company Lease has not subleased, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (licensed or otherwise has granted any Person the right to use)use or occupy the premises demised thereunder or any portion thereof. The counterparty to such Ground Lease or Company Lease has not collaterally assigned or granted any other Lien in such Ground Lease or Company Lease. There are no Liens or Encumbrances on the estate or interest created by such Ground Lease or Company Lease. (c) Except as would not result in a Company Material Adverse Effect, all of its Leased Real Propertybuildings, structures, improvements, fixtures, building systems and equipment, and all components thereof included in the Transferred Company Properties (the “Improvements”) are, taken as a whole, in each case good condition and repair and sufficient for the operation of the Military Housing Business, other than those Improvements that are under construction, or identified for renovation or demolition as contemplated under the terms of the Project Documents. (d) There is necessary no condemnation, expropriation or other proceeding in eminent domain pending or, to the conduct of its business in the ordinary courseCompany’s Knowledge, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreementthreatened, from time to time, if it comes to the knowledge of the Borrower that affecting any of the Owned Real material Transferred Company Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)portion thereof or interest therein.

Properties. As (a) Schedule 3.13 of the Initial Borrowing Date, Company Disclosure Schedule 9.05(a) sets forth contains a correct true and complete list of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”) and for each parcel of Owned Real Property, identifies the correct street address (including business unit, if applicable) of such Owned Real Property. There is no default under any restrictive covenants, restrictions and conditions affecting the Owned Real Property and Leased Real Property there has not occurred any event that with the lapse of each Credit Party (other than Target time or the giving of notice or both would constitute such a default under any such restrictive covenants, restrictions or conditions, except as, individually or in the aggregate, has not had and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could would not reasonably be expected to have a Material Adverse EffectEffect on the Company’s or any of its Subsidiaries’ present use, enjoyment and marketability of each such parcel of the Owned Real Property. (b) Schedule 3.13 of the Company Disclosure Schedule contains a true and complete list of all real property leased, subleased, licensed or otherwise used or occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries or which the Company or any of its Subsidiaries has the right to use or occupy (collectively, including the improvements thereon, the “Leased Real Property”), and for each Leased Real Property, identifies the correct street address (including business unit, if applicable) of such Leased Real Property. True and complete copies of all agreements (including all material written modifications, amendments, supplements, waivers and side letters thereto) under which the Company or any Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a “Real Property Lease”) that have not been terminated or expired as of the Initial Borrowing Date date of this Agreement have been made available to Parent prior to the date hereof. (ac) (i) each of such Leases listed on Schedule 9.05(a) The Company and/or its Subsidiaries have good and (ii) each of such leases marketable fee simple title to all Owned Real Property and subleases listed on Schedule 9.05(b)valid leasehold estates in all Leased Real Property free and clear, in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything , except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company’s or any of its Subsidiaries’ present use, enjoyment and marketability of each such parcel of Owned Real Property or Leased Real Property. (d) Other than the Real Property Leases, none of the Owned Real Property or the Leased Real Property is subject to any lease, sublease, license or other agreement granting to any other Person any right to the contrary contained above use, occupancy or elsewhere in this Agreement, from time to time, if it comes to the knowledge enjoyment of the Borrower that any of the such Owned Real Property or Leased Real Property listed or any part thereof, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Schedule 9.05(b) was owned by an Excluded Subsidiary as the Company’s or any of the Initial Borrowing Dateits Subsidiaries’ present use, the Borrower shall notify the Administrative Agent enjoyment and marketability of same and each such parcel of Owned Real Property and/or or Leased Real Property. (e) Each Real Property Lease is in full force and effect and constitutes the valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception), and there is no material default under any Real Property Lease either by the Company or its Subsidiaries party thereto or, to the Knowledge of the Company, by any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company’s or any of its Subsidiaries’ leasehold interest in a parcel of Leased Real Property. (f) There does not exist any violations of building codes or pending condemnation or eminent domain proceedings that affect any Owned Real Property or, to the Knowledge of the Company, any such proceedings that affect any Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as or, to the Knowledge of the date hereof Company, any threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and (iii) if it comes to neither the knowledge Company nor its Subsidiaries have received any written notice of the Borrower within five Business Days intention of any Governmental Authority or other Person to take or use any Owned Real Property or Leased Real Property, except as, individually or in the Initial Borrowing Date that aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company’s or any of its Subsidiaries’ present use, enjoyment and marketability of each such parcel of Owned Real Property or Leased Real Property. (g) The buildings and improvements on the Owned Real Property and the Leased Real Property listed on are in good condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (h) The Company and each of its Subsidiaries are in possession of and have good title to, or have valid leasehold interests in, all tangible personal property used in the business of the Company and each of its Subsidiaries, respectively, and all such tangible personal property is owned by the Company or any of its Subsidiaries, free and clear of all Liens other than Permitted Liens or as set forth in Schedule 9.05(a3.13(h) of the Company Disclosure Schedule, or is leased by CFL then such Leased Real Property shall automatically under a valid and subsisting lease, and in any case, is in good working order and condition, ordinary wear and tear excepted, except as, individually or in the aggregate, has not had and would not reasonably be deemed removed from Schedule 9.05(a)expected to have a Company Material Adverse Effect.

Properties. As to each Property that is subject to this Loan Agreement and is classified as an Eligible Property, Borrower shall be deemed to make the following representations and warranties to Administrative Agent as of each Funding Date and as of each date such Property is so classified: (e) The information set forth in the Property Schedule with respect to such Property is complete, true and correct in all material respects. (f) The related Eligible Property Owner is the sole owner and holder of the Initial Borrowing DateProperty (or will be concurrently with the funding of the related Advance or, in the case of a Wet Funded Property, concurrently with the acquisition of such Wet Funded Property), its title is not subject to any right of redemption on the part of any prior owner and has the full right to transfer the Property, and the Property is free and clear of any Lien other than Permitted Encumbrances. (g) The related Eligible Property Owner has (or will be concurrently with the funding of the related Advance or, in the case of a Wet Funded Property, concurrently with the acquisition of such Wet Funded Property), good and marketable title to the Property with full right to pledge the Property to Administrative Agent. (h) Such Property is covered by insurance in accordance with Section 7.21 of this Loan Agreement. Neither Borrower nor the related Eligible Property Owner has engaged in, and has no knowledge of any asset manager’s, servicer’s or subservicer’s having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either, including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by Borrower or the related Eligible Property Owner. (i) All real property taxes including supplemental or other taxes, if any, governmental assessments, insurance premiums, water, sewer and municipal charges, condominium charges and assessments, leasehold payments or ground rents which previously became due and owing have been paid or are otherwise being properly contested. For purposes of this Section (i) of Schedule 9.05(a1, real property taxes and assessments shall not be considered due and payable until any applicable grace or extension period for the payment of such taxes and assessments in the jurisdiction in which such Property is located has expired. (j) sets Neither Borrower nor the related Eligible Property Owner has received any written notice that there exists a violation of any local, state or federal environmental law, rule or regulation with respect to the Property that has not been remedied. (k) All Loan Parties which have had any interest in the Property, whether as owner, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Property is located, and (2) organized under the laws of such state, or (3) qualified to do business in such state, or (4) federal savings and loan associations or national banks having principal offices in such state, or (5) not doing business in such state. (l) Except as permitted with respect to Wet Funded Properties, the original recorded Deed, recorded in the name of the related Eligible Property Owner has been either (i) delivered to and is in the possession of the Asset Manager (or, in the case of a Wet Funded Property, at the time required under Section 2.03(f)) or (ii) submitted for recordation in the name of such Eligible Property Owner, in which case Borrower shall, or shall cause the related Eligible Property Owner to, promptly deliver to the Agents a certified copy of the deed with recording information thereon upon Borrower’s or the related Eligible Property Owner’s receipt thereof. All other documents required to be delivered to the Agents that constitute the Property File shall be delivered in accordance with the times set forth in the Loan Agreement. Borrower or the related Eligible Property Owner has delivered to each Agent a correct complete, true and complete list accurate Property File, except for such documents the originals of which are permitted herein to be delivered at a later date to the Asset Manager or which have otherwise been waived by Administrative Agent. Each deed is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Property is located. Each Deed is genuine, and effective to create the legal, valid and binding conveyance of the Property in fee simple to the applicable Eligible Property Owner. (m) Neither Borrower nor the related Eligible Property Owner has received notice of any proceeding pending or threatened for the total or partial condemnation of the Property. Except as disclosed in the Property Schedule, neither Borrower nor the related Eligible Property Owner has knowledge that any Property is damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado, vandalism, natural disaster or other casualty so as to affect materially and adversely the value of the Property or the use for which the premises were intended. The Property is free from any and all Owned Real Property and Leased Real Property of each Credit Party Hazardous Substances (other than Target and its SubsidiariesDe Minimis Substances) and Schedule 9.05(bthere exists no violation, non-compliance or liability under any local, state or federal Environmental Law, rule or regulation. (1) sets forth a correct and complete list of all Owned Real There is no condition affecting any Property and Leased Real Property of Target and its Subsidiaries which are expected (x) relating to become Credit Parties on lead paint, radon, asbestos or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date other Hazardous Substances (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(bother than De Minimum Substances), in each case(y) requiring remediation of any condition or (z) relating to a claim which could impose liability upon, is valid and enforceable in accordance with its terms and is in full force and effectdiminish rights of or otherwise adversely affect Administrative Agent, and (b2) the related Eligible Property Owner prior to the Property Eligibility Date has obtained a Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards for the Properties in a form acceptable to Administrative Agent. (o) Each eviction proceeding relating to a Property has been properly commenced and neither Borrower nor the related Eligible Property Owner is aware of any valid defense or counterclaim by anyone with respect thereto. The Property has been serviced and maintained in compliance in all material respects with all applicable laws and regulations. (p) There has been no violation of any law or regulation or breach of any Contractual Obligation contained in any agreement related to the Property, by the related Eligible Property Owner or its predecessors, in connection with the management of the Property (and for the avoidance of doubt, if a Property is a unit in a planned unit development, such planned unit development allows leasing). (q) The Property is neither a cooperative nor a condotel unit, except to the extent the purchase of same has been approved in writing by Administrative Agent. (r) There is, to the knowledge of the Borrower and the other Credit PartiesEligible Property Owner, no illegal activity being conducted on the Property which could serve as the basis for a claim or prosecution of any action or proceeding seeking to impose civil or criminal liability on Administrative Agent as the owner. (s) Solely with respect to Properties which are condominium units, neither Borrower nor the related Eligible Property Owner is a “sponsor” or a nominee of a “sponsor” under any plan of condominium organization affecting the unit and the ownership and sale of any condominium unit will not violate any federal, state or local law or regulation regarding condominiums or require registration, qualification or similar action under such law or regulation. (t) Neither Borrower nor the related Eligible Property Owner has performed any work on the Property which has resulted in the filing of a mechanics’ or materialmen’s lien or liens in the nature thereof. (u) There are no existing lease agreements with any tenant with respect to the Property which are not terminable upon the occurrence of a material default by the applicable Tenant after the expiration of any party to any such Lease, lease or sublease exists. notice period required by applicable law. (v) Except as set forth on Schedule 9.05(apermitted with respect to Wet Funded Properties, the Property is covered by either (i) an attorney’s opinion of title and abstract of title, the form and substance of which is generally acceptable in the mortgage and real estate owned property servicing industry in the area wherein the Property is located or (b), ii) an ALTA title insurance policy or other generally acceptable form of policy or insurance (including a binding commitment free and clear of any material defects) in an amount equal to or greater than the Acquisition Price and each of the Credit Parties has good such title insurance policy is issued by a nationally recognized title insurer qualified to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its do business in the ordinary coursejurisdiction where the Property is located, free of all Liens insuring the related Eligible Property Owner, as to the clear title to the related Property (subject to Permitted Encumbrances). The title insurance policy does not contain any special exceptions (other than Permitted Liensthe standard exclusions) for zoning and uses. Notwithstanding The related Eligible Property Owner, is the insured of such title insurance policy, and such title insurance policy is valid and remains in full force and effect. No claims have been made under such title insurance policy, and no prior owner of the related Property, including Borrower, the related Eligible Property Owner and their respective affiliates, has done, by act or omission, anything which would impair the coverage of such title insurance policy. (w) With respect to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing DateProperty, the Borrower shall notify or the Administrative Agent of same and such Owned Real related Eligible Property and/or Leased Real Owner has delivered the Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes File to the knowledge Agents, by posting to the Platform or otherwise in accordance with Section 13.21(c), and the Diligence Agent has received a BPO in accordance with the Valuation Requirements. Delaware Secretary of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).State 1. Carrbridge, LLC 2. Fetlar, LLC 3. Inverclyde, LLC 4. Tarbert, LLC 5. Beauly, LLC 6. Starwood Waypoint TRS, LLC

Properties. As (a) Neither the Company nor any of its Subsidiaries own any Real Property. (b) Schedule 3.11(b) of the Initial Borrowing DateCompany Disclosure Schedules lists the addresses of all Real Property leased (the “Leased Real Property”) by the Company or any of its Subsidiaries as of the date hereof and lists each lease agreement to which the Company or any of its Subsidiaries is a party with respect to the Leased Real Property. Schedule 3.11(b) of the Company Disclosure Schedules further identifies the Leased Real Property which is subject to a lease or sublease providing for annual base fixed rentals of at least One Hundred Thousand Dollars ($100,000) as of the date hereof (each a “Material Lease,” and each such Leased Real Property, a “Material Leased Real Property”). The Company has made available to Parent copies of all of the Material Leases, and all written modifications, amendments and supplements thereto which copies are true and complete in all material respects. Except as disclosed on Schedule 9.05(a3.11(b) of the Company Disclosure Schedules: (i) each of the Material Leases was made in the Ordinary Course of Business and is valid, binding and currently in full force and effect; (ii) to the Knowledge of the Company, no material default or material preemptive right by any landlord under any Material Lease, after applicable grace periods, if any, exists as of the date hereof; (iii) the Company has not received any written notice alleging a material default by the Company or any of its Subsidiaries under any Material Lease and (A) there are no material defaults by the Company or any of its Subsidiaries under any Material Lease that would entitle a landlord thereunder to terminate such Material Lease, and (B) to the Knowledge of the Company, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a material default by the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries is obligated to pay any leasing or brokerage commission relating to any Material Lease or upon the renewal of any Material Lease; and (v) no construction, alteration or other leasehold improvement work with respect to any of the Material Leases remains to be paid for or to be performed by the Company or any of its Subsidiaries. (c) Schedule 3.11(c) of the Company Disclosure Schedules attached hereto sets forth a true, correct and complete list of all Owned Real Property and Leased Real Property items of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list tangible personal property owned by the Company or any of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof having either a net book value per unit or an estimated book value per unit in excess of Twenty-Five Thousand Dollars ($25,000); or not owned by the Company or any of its Subsidiaries but in the possession of or used or useful in the business of the Company or any of its Subsidiaries and having rental payments therefor in excess of Five Thousand Dollars ($5,000) per month or Sixty Thousand Dollars ($60,000) per year (collectively, the “Personal Property”). The Company and each of its Subsidiaries have good and valid title to, or a valid leasehold interest in, all of their Personal Property and assets shown on the Company Balance Sheet or acquired by any of them after the date of the Company Balance Sheet, free and clear of any Encumbrances, except for (i) assets which have been disposed of since the date of the Company Balance Sheet in the Ordinary Course of Business, (ii) Encumbrances reflected in the Company Balance Sheet, (iii) if it comes Encumbrances related to the knowledge Lender Debt, all of which will be released or extinguished as of the Borrower within five Business Days of the Initial Borrowing Date that any Effective Time, and (iv) Permitted Encumbrances. (d) The continued use, occupancy and operation of the Leased Real Property listed on Schedule 9.05(aas currently used, occupied and operated by the Company or any of its Subsidiaries, do not, to the Knowledge of the Company, violate any material applicable building, zoning, subdivision, other land use and similar laws, regulations and ordinances or any material license, franchise, permit, certificate, approval or other similar authorization of a Governmental Body. (e) No representation or warranty is leased by CFL then such Leased Real made in this Section 3.11 with respect to any Company Intellectual Property shall automatically be deemed removed from Schedule 9.05(a)that is the subject of Section 3.18.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a(a) SCHEDULE 2.12A sets forth a correct complete list and complete description of all real property owned or leased by the Company and its Subsidiaries (the "REAL PROPERTY"). The Company and its Subsidiaries has good, marketable and insurable fee simple (or leasehold) title to the Real Property, free and clear of all Liens and other title defects of any nature whatsoever, except real estate Taxes (general and specific) not yet due and payable, restrictions imposed by zoning ordinances, Liens with respect to Company Debt to be paid by Buyer at Closing hereunder, or as disclosed on SCHEDULE 2.12A (collectively, the "PERMITTED LIENS"). SCHEDULE 2.12A also sets forth with respect to such Real Property a list of all Owned title insurance policies, deeds, appraisal reports, surveys and environmental reports held or controlled by the Company, any Subsidiary or any Seller, copies of which have been provided to Buyer. To the best of Sellers' knowledge, except as set forth in SCHEDULE 2.12A, all structures and buildings of the Business do not contain any structural or other material defects that could interfere in any material respect with the operation of the Business and are located within applicable boundary lines. To the best of Sellers' knowledge, the Business is not in violation in any material respect of any building, zoning, anti-pollution, health, occupational safety or other Law or any Order or Permit in respect of such Real Property, structures and buildings. Except as disclosed on SCHEDULE 2.12A, no person, other than the Company or any Subsidiaries, has any right to occupy or possess any of the Real Property and Leased Real Property of each Credit Party or any such structures or buildings. (other than Target and its Subsidiariesb) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target The Company and its Subsidiaries which are expected have good and marketable title to become Credit Parties on (or after valid leasehold interest in) all personal property used in the Merger Closing Date. Except Business, free and clear of all Liens except as could not reasonably be expected to have disclosed in SCHEDULE 2.12B. To the best of Sellers' knowledge, the machinery, equipment and other tangible personal property constituting a Material Adverse Effect, as part of the Initial Borrowing Date Assets (awhether owned or leased), have been well-maintained in accordance with industry standards, are in good condition and repair (subject to normal wear and tear) and are adequate in quantity and quality for the operation of the Business as presently conducted. SCHEDULE 2.12B contains a list and description of all (i) each of such Leases listed on Schedule 9.05(a) equipment and (ii) each other tangible personal property of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance the Company or any Subsidiary with its terms and is in full force and effect, and a book value (bbefore depreciation) of $10,000 or more. Prior to the knowledge of Closing, the Borrower Company shall acquire good and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good marketable title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business used in the ordinary courseBusiness that, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) hereof, is leased by CFL then such Leased Real Property shall automatically be deemed removed the Company from Schedule 9.05(a)Affiliates of the Company or any Seller.

Properties. (a) Bank has a valid leasehold interest in the real property (or portion thereof) described in Schedule 5.23(a)(1), together with the improvements thereon and real property rights and appurtenances pertaining thereto (individually and collectively, as the context may require, the “Leased Real Property”), free and clear of all Liens, other than any Permitted Liens. No such Permitted Lien materially impairs the use of the Leased Real Property for the purposes for which it is now operated. As of the Initial Borrowing DateClosing, Bank shall have good, marketable and insurable fee simple title to the real property described in Scheduled 5.23(a)(2) (the “Owned Real Property”), free and clear of all Liens, other than any Permitted Liens. Except as set forth in Schedules 5.23(a)(1) and 5.23(a)(2), Bank does not own or lease any real property. (b) Attached to Schedule 9.05(a5.23(b) sets forth is a true, correct and complete list copy of all Owned Real Property and the lease pursuant to which the Leased Real Property of each Credit Party is leased to Bank (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned the “Real Property Lease”), including all amendments, modifications, supplements, renewals, extensions, guarantees and Leased other documents and agreements with respect thereto). The Real Property of Target Lease is valid, binding and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) in full force and (ii) each of such leases effect and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms terms, subject to the Bankruptcy and is Equity Exceptions, and, except as set forth in full force Schedule 5.23(b), has not 16 been modified, amended, nor any provision thereof waived and effectconstitutes the entire agreement between the lessor and lessee with respect to the Leased Real Property so demised. Bank has delivered all notices delivered or received by Bank relating to the Real Property Lease. With the exception of the suit commenced by Bank seeking recovery of its tenant improvement allowance captioned 1st Commerce Bank, Plaintiff vs. Jxxxx X. Xxxxxxxxx, a foreign corporation; and GBRK, LLC, a California limited liability company, Defendant; Jxxxx X. Xxxxxxxxx, a California corporation, and (b) GBRK, LLC, a California limited liability company, Third Party Plaintiffs vs. Rxxx X. Xxxxxxx, an individual; and Camino Al Norte Holdings, LLC, a Nevada limited liability company; Camino Al Norte Ventures, LLC, a domestic limited liability company; Does I through XX; and Row Corporations I through XX, Third Party Defendants, Case No. A576649; neither Bank nor, to the knowledge of Bank and Capitol, any other party thereto, is or is alleged to be in material violation of or in material default in respect of, nor has there occurred any event or condition which (with or without notice or lapse of time or both) would constitute a material violation of or material default under, the Borrower and Real Property Lease. None of the other Credit Partiesparties to the Real Property Lease has given notice of termination of, no default by any party or is seeking to any such amend, the Real Property Lease, lease or sublease exists. . (c) Except as set forth on attached to Schedule 9.05(a) or (b5.23(c), each Bank has not entered into any Contract, option or right of first refusal for the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (sale, transfer, lease, sublease, assignment or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any disposition of the Leased Real Property listed on Schedule 9.05(a(or any portion thereof) is leased by CFL then such or the Owned Real Property (or any portions thereof). (d) To the knowledge of Bank and Capitol, there are no outstanding material requirements from the lessor under the Real Property Lease requiring any repairs or work to be done with respect to the improvements constituting a part of the Leased Real Property shall automatically be deemed removed from or pertaining to the maintenance of such property in order to comply with the Real Property Lease. Neither Capitol nor Bank has received any notice of any actual or threatened liability or obligation arising under the Law of any Governmental Entity applicable to the Leased Real Property or the Owned Real Property. (e) Bank has, or will have at the Effective Time, title, free and clear of all Liens, to all of the personal properties reflected on the statement of financial condition of Bank as of December 31, 2008 included in the Bank Financial Statements or acquired after such date, except for (i) Permitted Liens, (ii) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any Federal Reserve Bank or FHLB, (iii) as reflected on the notes to the statement of financial condition of Bank as of December 31, 2008 included in the Bank Financial Statements, and (iv) as disclosed on Schedule 9.05(a5.23(e). (f) No Owned Real Property is comprised of a tax lot that also encompasses property that is not such Owned Real Property. There is no pending, or, to the knowledge of Bank and Capitol, threatened or contemplated condemnation, eminent domain or similar proceeding affecting any Owned Real Property or any portion thereof. To the knowledge of Bank and Capitol, there exists no fact or condition that would result in the termination of the existing access to the Owned Real Property.

Properties. (i) Each Property Owner (a true, correct and complete list of which is set forth on Schedule 3.1(s)(i)) has (A) good and marketable fee simple title to the Real Property owned by such Property Owner, free and clear of all Liens other than the Permitted Liens applicable to it, and (B) good and marketable leasehold title to the Real Property leased by such Property Owner, free and clear of all Liens other than the Permitted Liens applicable to it. (ii) Except as set forth on Schedule 3.1(s)(ii), as the date hereof, neither the Company nor any Property Owner has knowledge of, nor has it received any notice of, any non-recurring or special taxes or assessments or any planned public improvements that may result in a non-recurring or special tax or assessment with respect to the Company, its Subsidiaries, its Investment Entities or the Properties. (iii) The Company, its Subsidiaries or its Investment Entities has (A) good title to all of the Personal Property owned by such Person, free and clear of all Liens other than Permitted Liens applicable to it and (B) a valid leasehold interest to all Personal Property leased by such Person, free and clear of all Liens other than Permitted Liens applicable to it. Each parcel of Real Property which is a hotel contains all levels of Personal Property and inventories of supplies necessary to operate such hotel in the ordinary course of business, consistent with past practice. (iv) The lessee under each Ground Lease and under each Space Lease (where the Company, or any of its Subsidiaries or its Investment Entities is lessee) is in peaceful and quiet possession of the Property demised thereunder. (v) As of the Initial Borrowing Datedate hereof, neither the Company, nor any of its Subsidiaries or any of its Investment Entities has knowledge of any change or proposed change in the route, grade or width of, or otherwise affecting, any street, creek or road adjacent to or serving any parcel of Real Property. Within the period of eighteen (18) months prior to the date hereof, no portion of any of the Properties has suffered any material damage or had its operation curtailed in any material respect by fire, flood or other casualty which has not heretofore been repaired and restored to its original or better condition and paid or provided for, all in accordance with all applicable Governmental Regulations. (vi) All utilities required for the operation of each parcel of Real Property either enter such Real Property through adjoining streets, or they pass through adjoining land, do so in accordance with valid public easements or irrevocable private easements, and all of said utilities are installed and operating. (vii) Except as set forth on Schedule 9.05(a3.1(s)(vii), the present zoning (including, by means of special variances of record) sets forth of each parcel of Real Property permits the current use thereof (excluding isolated instances of non-compliance which are immaterial in nature). Neither the Company, its Subsidiaries, nor, to the knowledge of the Company, any of the Investment Entities, has knowledge of any fact, proceeding or threatened action or proceeding which could materially adversely affect the present zoning of any parcel of Real Property. (viii) There are no (A) unrecorded easements which are not shown on the Surveys, (B) strips or gores with respect to or affecting any parcel of Real Property (or portion thereof) which cause any related parcels of Land to be non-contiguous or (C) encroachments either by the Improvements on any property owned by others or by any improvement owned by others on any parcel of the Real Property (other than encroachments which are immaterial in nature). Each parcel of Real Property has a right to access to and from such parcel of Real Property. (ix) Schedule 3.1(s)(ix) contains (A) a true, correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse EffectTitle Insurance Policies, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and which is in full force and effect, effect and (bB) a list of all Title Reports previously delivered to the knowledge of Purchaser or the Borrower and the other Credit Parties, no default Purchaser covering those Real Properties not insured by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Title Insurance Policies.

Properties. (a) Except as would not reasonably be expected to result in a Material Adverse Effect, each Obligor and each Subsidiary has (i) good title to, or valid and subsisting leasehold interests in, all its Property, and (ii) marketable fee simple title to any owned Real Property Asset. All machinery and equipment material to the business of the Obligors and the Subsidiaries is in good operating condition (for the purpose for which it is used) and repair (normal wear and tear and immaterial loss from casualty and condemnation excepted), and all necessary replacements of and repairs thereto have been made so as to preserve and maintain in all material respects the value and operating efficiency of such machinery and equipment. (b) Set forth on Schedule 5.05 is a complete list of (i) all Copyrights of Recorded Books that have been registered in the United States Copyright Office and (ii) all Patents and Trademarks of the Obligors that have been registered in the United States Patent and Trademark Office. All registered Copyrights material to the business of the Obligors, if any, are set forth on Schedule 5.05. Each Obligor owns, or is licensed to use, all Patents, Trademarks and Copyrights and other intellectual property material to its business (“Proprietary Rights”) and, to the Knowledge of the Obligors, the use thereof by the Obligors does not infringe upon the rights of any other Person, except as would not reasonably be expected to result in a Material Adverse Effect. (c) As of the Initial Borrowing Issue Date, Schedule 9.05(a) sets forth 5.05 contains a correct true, accurate and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on Assets, whether owned or after the Merger Closing Dateleased. Except as could not reasonably be expected to have a Material Adverse Effectspecified in Schedule 5.05, as each lease, sublease or assignment of lease (together with all amendments, modifications, supplements, renewals or extensions thereof) affecting any Leasehold Property of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and Obligors is in full force and effecteffect and the Obligors have no Knowledge of any material default that has occurred and is continuing thereunder, and (b) each such agreement constitutes the legal, valid and binding obligation of each applicable Obligor or Subsidiary, as applicable, enforceable against such Obligor or Subsidiary in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the knowledge of the Borrower and the other Credit Parties, no default or limiting creditors’ rights generally or by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)equitable principles.

Properties. As (a) Neither the Parent nor any Seller owns any Real Property. (b) Schedule 2.10(b) of the Initial Borrowing DateSeller Disclosure Schedules lists the addresses of all Real Property leased primarily in connection with the Business (the “Leased Real Property”) as of the date hereof and lists each lease agreement to which the Parent or any Seller is a party with respect to the Leased Real Property (each, a “Lease”). The Parent and each Seller have made available to Buyer copies of all of the Leases, and all written modifications, amendments and supplements thereto which copies are true and complete in all material respects, and have made available copies of all insurance policies, title reports, surveys, environmental reports, if any, for the Leased Real Property. Except as disclosed on Schedule 9.05(a2.10(b) of the Seller Disclosure Schedules: (i) each of the Leases was made in the Ordinary Course of Business and is valid, binding and currently in full force and effect; (ii) no default or preemptive right by any landlord under any Lease, after applicable grace periods, if any, exists as of the date hereof; (iii) the Parent and each Seller have not received any written notice alleging a material default by the Parent or any Seller under any Lease and (A) there are no material defaults by the Parent or any Seller under any Lease that would entitle a landlord thereunder to terminate such Lease, and (B) no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a material default by the Parent or any Seller; (iv) neither the Parent nor any Seller is obligated to pay any leasing or brokerage commission relating to any Lease or upon the renewal of any Lease; and (v) no construction, alteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by the Parent or any Seller. (c) Schedule 2.10(c) of the Seller Disclosure Schedules attached hereto sets forth a true, correct and complete list of all Owned Real items of tangible personal property used primarily in connection with the Business (i) owned by the Parent or any Seller as of the date hereof having either a net book value per unit or an estimated book value per unit in excess of Five Thousand Dollars ($5,000), (ii) owned by the Parent or any Seller as of the date hereof and that constitute personal computers, peripheral equipment or office equipment, or (iii) not owned by the Parent or any Seller but in the possession of or used or useful in the Business and having rental payments therefor in excess of One Thousand Dollars ($1,000) per month or Twelve Thousand Dollars ($12,000) per year (collectively, the “Material Personal Property”). The Parent and each Seller have good and marketable title to, or a valid leasehold interest in, all of their Material Personal Property and Leased Real Property assets shown on the 2009 Balance Sheet or acquired by any of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or them after the Merger Closing Date. Except as could date of the 2009 Balance Sheet, free and clear of any Liens, except for (x) assets which have been disposed of since the date of the 2009 Balance Sheet in the Ordinary Course of Business, (y) Liens reflected in the 2009 Balance Sheet, and (z) Permitted Liens or other Liens which would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, as of Effect on the Initial Borrowing Date Parent or any Seller. (ad) All tangible Purchased Assets are (i) each of such Leases listed on Schedule 9.05(a) in good operating condition and repair, ordinary wear and tear excepted, (ii) each suitable and adequate for continued use in the manner in which they are presently being used, (iii) adequate to meet all present and reasonably anticipated future requirements of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effectthe Business, and (biv) free of defects (latent and patent). (e) Except as set forth on Schedule 2.10(e), and except for the Permitted Liens, Parent and each Seller has good and marketable title to, is the exclusive legal and equitable owner of, and has the unrestricted power and right to sell, assign and deliver the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease existsPurchased Assets. Except as set forth on Schedule 9.05(a) or (b1.1(c), each of the Credit Parties has good title to all of its Owned Real Property Purchased Assets are free and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free clear of all Liens other than Permitted Liensof any kind or nature. Notwithstanding anything Except as set forth on Schedule 2.10(e), upon Closing, Buyer will acquire exclusive, good and marketable title or license to or a valid leasehold interest in (as the contrary contained above case may be) the Purchased Assets and no restrictions will exist on Buyer’s right to resell, license or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that sublicense any of the Owned Real Property Purchased Assets or Leased Real Property listed on Schedule 9.05(bAssumed Liabilities or engage in the Business. (f) was owned by an Excluded Subsidiary as The Purchased Assets include all of the Initial Borrowing Date, assets necessary to permit Buyer to conduct the Borrower shall notify Business after the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective Closing in a manner substantially equivalent to the manner as of it is being conducted on the date hereof of this Agreement in compliance with all Applicable Laws and to perform all Assumed Liabilities. (iiig) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any The continued use, occupancy and operation of the Leased Real Property listed on Schedule 9.05(aas currently used, occupied and operated by the Parent or any Seller, do not, to the Knowledge of the Parent or any Seller, violate any material applicable building, zoning, subdivision, other land use and similar laws, regulations and ordinances or any material license, franchise, permit, certificate, approval or other similar authorization of a Governmental Body. (h) No representation or warranty is leased by CFL then such Leased Real made in this Section 2.10 with respect to any Seller Intellectual Property shall automatically be deemed removed from Schedule 9.05(a)that is the subject of Section 2.11.

Properties. As (a) Section 3.8(a)(i) of the Initial Borrowing Date, Acquired Company Disclosure Schedule 9.05(a) sets forth a correct true and complete list of all of the material machinery, equipment, vehicles and other tangible personal property owned or leased by the Acquired Companies, all Real Property Interests owned by the Acquired Companies (the “Owned Real Property Interests”) and all Real Property Interests leased or subleased by the Acquired Companies (the “Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of Interests”). The Acquired Companies, individually or together, have indefeasible title to all Owned Real Property and Interests, valid leasehold interests in the case of Leased Real Property Interests, and good and marketable title or valid leasehold interests in and to all other properties, in each case listed in Section 3.8(a)(i) of Target the Acquired Company Disclosure Schedule or otherwise owned or held by them (all such interests and its Subsidiaries which properties, including those listed in Section 3.8(a)(i) of the Acquired Company Disclosure Schedule, collectively, the “Assets”), in each case free and clear of all Title Defects. To Seller’s Knowledge, there are expected no assessments against the Assets for public improvements. As of the date of this Agreement, there has been no actual or, to become Credit Parties on Seller’s Knowledge, threatened taking (whether permanent, temporary, whole or partial) of any part of the Assets by reason of condemnation or, to Seller’s Knowledge, the threat of condemnation. (b) The Assets constitute all of the assets, rights, interests and properties, tangible or intangible, real or personal, that are used or necessary for use in connection with the operation of the Business consistent with past practice and as currently operated or conducted by the Acquired Companies. The personal property owned or leased by the Acquired Companies is sufficient to enable them to conduct their Businesses as currently operated or conducted. There are no preferential or similar rights to purchase any of the Assets except as set forth in Section 3.8(b) of the Acquired Company Disclosure Schedule. (c) No Seller Party nor any Acquired Company has received any notice of any adverse claim to title to any Assets or has received any notice of default under or termination of, or is in default under, the terms of any leases, subleases, Easements or rights of way with respect to any Assets that constitute Real Property Interests, in any such case that might result in an impairment or loss of title to such Assets or the value thereof or that has or would hinder or impede the operation of the Assets of any Acquired Company or adversely affect the ability of the Acquired Companies to own and operate their Assets from and after the Merger Closing Date. Except in the ordinary course of business as could conducted by the Acquired Companies prior to Closing, except for such adverse claims, defaults or terminations, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse EffectEffect on the Acquired Companies. (d) The Assets that are tangible personal property are in good operating and working order, as repair and condition, subject to ordinary wear and tear. (e) True and complete copies of the Initial Borrowing Date (a) all (i) deeds and other instruments by which each of such Leases listed on Schedule 9.05(a) and Acquired Company acquired the Owned Real Property Interests owned by it, (ii) each existing surveys, title insurance policies, title insurance abstracts and other evidence of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property Interests in the possession of such Acquired Company or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof any Seller Party and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of leases and subleases covering the Leased Real Property listed on Interests or other leased or subleased Assets have been made available to the General Partner and Buyer. (f) Section 3.8(f) of the Acquired Company Disclosure Schedule 9.05(a) is leased by CFL then contains a true and complete list of all of the leases, subleases, assignments thereof and other instruments, agreements and arrangements pursuant to which any Acquired Company leases, sublets or otherwise demises any real property, whether surface, mineral or both, to any other Person (all said instruments, agreements and arrangements being hereinafter referred to as “Out Leases” and such real property as the “Out Leased Real Property shall automatically Interests”). True and complete copies of all of the Out Leases (including all amendments thereto and all instruments in any way modifying any thereof) have heretofore been made available to the General Partner and Buyer. All of the Out Leases are valid and in full force and effect in accordance with their terms. There are no existing defaults by any party under any of the Out Leases, nor, to Seller’s Knowledge, has any event occurred which, with notice or the passage of time or both, would constitute a default by any party under any of the Out Leases. (g) None of the Acquired Companies nor any Seller Party has received any written notice or, to Seller’s Knowledge, any other communication of claims that any lessee of any Acquired Company or any contract miner for any such lessee has mined any coal that it did not have the right to mine or mined any coal in such reckless and imprudent fashion as to give rise to any claims for loss, waste or trespass; and, to Seller’s Knowledge, no facts exist upon which a claim could be deemed removed from Schedule 9.05(a)based, except for claims, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies. (h) Seller has made available to the General Partner and Buyer the most recent complete and correct version of each of the following items to the extent such items are (i) in the possession or under the control of any Acquired Company or Seller Party, (ii) relate to or affect the Real Property Interests or the Out Leased Real Property Interests, including the coal reserves, coal ownership, mining conditions, mines, mining plans, property Tax bills and filings of property Tax forms of each Acquired Company and (iii) relevant to the conduct of the Business: geological data, reserve data, existing mine maps, surveys, core hole logs and associated data, coal measurements, coal samples, lithologic data, coal reserve calculations or reports, washability analyses or reports, mine plans, mining permit applications and supporting data, engineering studies and all other books and records, information, maps, reports and data.

Properties. As (a) Each of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target Borrower and its Subsidiaries which are expected has good title to, or valid leasehold interests in, all its real and personal property material to become Credit Parties on its business, except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or after to utilize such properties for their intended purposes. (b) Each of the Merger Closing Date. Except as 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 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 in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, as . (c) As of the Initial Borrowing Date (a) (i) Effective Date, each Subsidiary of such Leases listed the Borrower, including its ownership, is described on Schedule 9.05(a) 3.05 hereto, and (ii) each of Subsidiary that is a Material Insurance Subsidiary or a Material Subsidiary is designated as such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge 3.05 hereto. Each Subsidiary of the Borrower has and will have all 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 Equity Interests of 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 other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Lenders from time to time, if it comes to are and will be owned, beneficially and of record, by the knowledge Borrower or 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 that any to the Borrower, other than (i) prohibitions or restrictions existing under or by reason of this Agreement or the Owned Real Property other Loan Documents, (ii) prohibitions or Leased Real Property listed on Schedule 9.05(b) was owned restrictions existing under or by an Excluded Subsidiary as reason of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent applicable requirements of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof law and (iii) if it comes other prohibitions or restrictions which, either individually or in the aggregate, have not had, or could not reasonably be expected to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)have, Material Adverse Effect.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) The Properties are the only properties, owned, controlled, used or occupied by the Group Companies and all deeds and documents necessary to prove title to each Property are in the possession of the relevant Group Company or are the subject of acknowledgements. (b) Where the relevant Group Company is the legal and beneficial owner in possession of a Property, it is in exclusive occupation of it and has a good and marketable title to it. (c) In relation to each Property as is of leasehold tenure the relevant Group Company has paid the rent and observed and performed the covenants on the part of the lessee and the conditions contained in any leases (which expression includes underleases) under which the Properties are held and the last demands for rent (or receipts if issued) were unqualified and all such leases are valid and in full force. (d) There are no disputes regarding boundaries, easements, covenants or other matters relating to any Property or its use. (e) The Properties are not subject to any tenancies (which expression includes subtenancies) in favour of any third party. (f) All covenants (whether affecting the freehold or leasehold titles to the Properties) have been properly performed and observed and neither any Seller nor a Group Company has received notice of any outstanding breach of covenant as regards any Property. (g) The information contained in Schedule 3 is complete and accurate in all respects. (h) No Group Company has been a guarantor of a tenant's covenants in any lease during the last 5 years. (i) each No Group Company has surrendered the lease of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) any leasehold property to the knowledge reversioner without first investigating the reversioner's title and without receiving from the reversioner an absolute release from the tenant's covenants in the relevant lease and from all liability arising under that lease. (j) No Group Company has assigned any leasehold property of which it was the Borrower original tenant in respect of which it entered into a covenant with the landlord to observe and perform the other Credit Parties, no default by any party to any such Lease, tenant's covenants under that lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all without receiving a full and effective indemnity in respect of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower liability under that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)lease.

Properties. As (a) Section 2.13(a) of the Initial Borrowing Date, Disclosure Schedule 9.05(a) sets forth contains a true and correct and complete list of each parcel of leased real property (the “Leased Real Property”) and a summary description of all Owned plants and structures located on each parcel of Leased Real Property Property. True and correct copies of all lease agreements for the Leased Real Property of (“Leases”) have been provided to Buyer. (b) Seller is the lessees under each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and Leases. Each Lease is in full force and effecteffect and there is no existing Default by Seller or, to the Knowledge of any Seller, any other party to such Leases. (c) Seller’s interest in the Leased Real Property is free and clear of any Liens, and is not subject to any deeds of trust, assignments, subleases, or rights of any third parties known to or created or permitted by any Seller other than the lessor thereof or any mortgagees of such lessors. (bd) There is no Default by Seller nor, to Seller’s Knowledge, any other party thereto, under any Leases, and no condition or circumstance exists which, would constitute a Default by Seller nor, to Seller’s Knowledge, any other party thereto, under any such Leases. (e) All improvements on the knowledge of the Borrower Leased Real Property conform to all applicable state and local Laws or use restrictions, and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of property is zoned for the Credit Parties has good title to all of its Owned various purposes for which the Leased Real Property and personal property and valid leasehold interests in improvements thereon are presently being used. (f) Seller has not received any notice of any pending or otherwise has threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the right to use), all of its Leased Real Property, in each case as . (g) There is necessary to the conduct of its business in the ordinary course, free of no private restrictive covenant or governmental use restriction (including zoning) on all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any portion of the Leased Real Property listed on Schedule 9.05(awhich prohibits the current use of the Leased Real Property. (h) is leased by CFL then such All Permits required for the occupancy and operation of the Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)(with appurtenant parking uses) as presently being used have been obtained and are in full force and effect and Seller has not received any notices of violations in connection with such items. (i) Seller does not have in its possession any studies or reports which indicate any defects in the design or construction of any of the Improvements on the Leased Real Property. (j) No Person, other than Buyer, has any right, option, right of first refusal or any other contract, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Leased Real Property.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) Subject to the terms of this Purchase and Sale Agreement (the "Agreement"), each Seller agrees to sell to Purchaser, and Purchaser agrees to ---------- purchase from each Seller, the real property set forth opposite such Seller's name in Exhibit B attached hereto, together with all improvements located --------- thereon and all appurtenances thereto, including all of such Seller's right, title and interest in and to the land lying within any street or roadway or any vacated or hereafter vacated street or roadway adjoining such real property (each a "Property" and collectively the "Properties"). The term "Properties" -------- ---------- ---------- shall include any and all of the right, title and interest of BRE or DownREIT, as applicable, in and to all tangible personal property located upon its respective Properties, including without limitation any and all appliances, gym equipment, golf carts, furniture, carpeting, draperies and curtains, tools and supplies owned by BRE or DownREIT and listed on Exhibit C attached hereto, but --------- excluding the personal property owned by VelocityHSI, Inc. listed on Exhibit C-1 ----------- attached hereto. BRE and DownREIT shall convey such tangible personal property at Closing by a Xxxx of Sale in the form of Exhibits D-1 and D-2 attached ------------ --- hereto, respectively. (b) The conveyance of the Properties shall include any and all of the right, title and interest of each Seller, and shall be subject to the respective obligations of each Seller, in, to and under all intangible property in any way related to such Seller's Properties or any part thereof including, without limitation, the agreements or documents listed on Exhibit E attached hereto, all --------- leases, and all business licenses, warranties (including, but not limited to, those relating to the construction of such Properties or any portion thereof), utility contracts, telephone exchange numbers, plans and specifications, governmental approvals and development rights, and property names. To the extent assignable, BRE and DownREIT shall assign, and Purchaser shall assume, such rights, titles, interests, and obligations at Closing by the execution and delivery of (i) each an Assignment of such Leases listed on Schedule 9.05(a) Contracts in the form of Exhibits F-1 and F-2 ------------ --- attached hereto, respectively, and (ii) each an Assignment of such leases Leases in the form of Exhibits G-1 and subleases listed on Schedule 9.05(b)G-2 attached hereto, in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and respectively. ------------ --- (bc) Purchaser shall purchase the Properties subject to the knowledge Existing Indebtedness and, at Closing, shall assume all obligations under the such Existing Indebtedness outstanding or arising from and after the Closing Date. Sellers shall obtain any consents required under the Existing Indebtedness and shall pay and be liable for all assumption and other fees charged or imposed by the holders of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Existing Indebtedness.

Properties. As (a) Each Owned Property or Leased Property and the use thereof comply in all material respects with all applicable Requirements of Law, including, without limitation, building and zoning ordinances and codes and Prescribed Laws, except to the extent that the failure to so comply is not reasonably expected to have an Individual Property Material Adverse Effect. The Borrower has not committed any act which may give any Governmental Authority the right to cause the Borrower to forfeit any Mortgaged Property or any part thereof or any monies paid in performance of the Initial Borrowing DateBorrower's obligations under any of the Loan Documents. (b) To the best knowledge of the Borrower, Schedule 9.05(awith respect to matters pending prior to the date of acquisition of any Mortgaged Property, no Condemnation or other proceeding has been commenced or, to the Borrower's actual knowledge, is contemplated with respect to all or any portion of any Owned Property or Leased Property or for the relocation of roadways providing access to such Owned Property or Leased Property, except any such Condemnation proceeding which is not reasonably expected to have an Individual Property Material Adverse Effect. (c) sets forth Each Owned Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a correct portion of any other tax lot not a part of such Mortgaged Property. (d) To the best knowledge of the Borrower, there are no pending or, to the actual knowledge of the Borrower, proposed special or other assessments to be paid by the Borrower for public improvements or otherwise affecting any Owned Property or, to the extent applicable, Leased Property, nor to the actual knowledge of the Borrower, are there any contemplated improvements to such Owned Property or Leased Property that may result in such special or other assessments. (e) Each Mortgage creates a valid assignment of, or a valid security interest in, certain rights under the leases on the applicable Mortgaged Property, subject only to a license granted to the Borrower or any Subsidiary of the Borrower to exercise certain rights and complete list to perform certain obligations of all the lessor under such leases, including the right to operate such Mortgaged Property. No Person other than the Lender has any interest in or assignment of such leases or any portion of the rents due and payable or to become due and payable thereunder other than rent-sharing agreements with lessors that may arise from time to time. (f) All permits and approvals, including without limitation, certificates of occupancy required by any Governmental Authority for the use, occupancy and operation of each Owned Real Property or Leased Property in the manner in which such Owned Property or Leased Property is currently being used, occupied and operated have been obtained and are in full force and effect, except to the extent that a failure to comply with this Section 4.26(f) could not reasonably be expected to have an Individual Property Material Adverse Effect with respect to such Owned Property or Leased Property or a Material Adverse Effect. (g) All of the improvements which were included in determining the insured value of each Mortgaged Property lie wholly within the boundaries and building restriction lines of such Mortgaged Property, and no improvements on adjoining properties encroach upon such Mortgaged Property, and no easements or other encumbrances affecting such Mortgaged Property encroach upon any of the improvements, except those which are insured against by title insurance in favor of the Lender or except to the extent that the failure to comply with this Section 4.26(g) could not reasonably be expected to have an Individual Property Material Adverse Effect with respect to such Mortgaged Property or a Material Adverse Effect. (h) All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Requirements of Law in connection with the transfer of each Owned Property or, to the extent applicable, Leased Property to the Borrower or its Subsidiaries have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Requirements of Law in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgages, have been paid or are being paid therewith. All taxes and governmental assessments due and owing in respect of each Owned Property or, to the extent applicable, Leased Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the title insurance policy to be issued in connection with the Mortgages. (i) All public utilities necessary to the continued use and enjoyment of each Mortgaged Property as presently used and enjoyed are located in the public right-of-way abutting such Mortgaged Property or are the subject of access or utilities easements of record for the benefit of such Mortgaged Property and Leased Real insured under the title insurance policy in favor of the Lender for such Mortgaged Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected except to become Credit Parties on the extent the failure to be subject to such easements or after the Merger Closing Date. Except as could to be so insured would not reasonably be expected to have a Material Adverse Effect, as . All paved or unpaved roads necessary for the full utilization of the Initial Borrowing Date (a) (i) each Mortgaged Property for its current purpose have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Mortgaged Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).

Properties. As of the Initial Borrowing Date, Schedule 9.05(a(A) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected In relation to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties Company Properties, the relevant member of the Group in which the Company Property is vested (the "Owner") has under his control all of the title deeds and documents which, so far as the Seller is aware, are necessary to prove the Owner's title to each Company Property. (B) There are no mortgages or charges, legal or equitable, fixed or floating, affecting the Relevant Properties. (C) There are no agreements for sale, estate contracts, rights to purchase, options or rights of pre-emption affecting the Relevant Properties and there are no unusually onerous covenants and conditions which materially affect the carrying on of the relevant Acquired Business at any Relevant Property. (D) The Seller has not received any written notice or communication alleging, and the Seller is not aware of, any breach of any covenants, restrictions and other encumbrances affecting any Relevant Property which remains to be complied with. (E) There are no outstanding enforcement notices, stop notices or breach of condition notices in relation to any of the Relevant Properties and so far as the Seller is aware, no enforcement action has been threatened in writing in respect of the Relevant Properties. (F) So far as the Seller is aware, the existing use of each of the Relevant Properties is in all material respects a lawful use under the relevant planning legislation and there are no contractual or legal restrictions which preclude or restrict the ability to use any of the Relevant Properties for the purposes for which they are being used and such use is neither temporary nor personal. (G) So far as the Seller is aware, there are no material outstanding disputes, actions or complaints in respect of any of the Relevant Properties. (H) So far as the Seller is aware, none of the Relevant Properties is subject to any overriding interest, as referred to in section 70 of the Land Registration Xxx 0000. (I) So far as the Seller is aware, in relation to each of the Relevant Properties which is leasehold the owner of the Relevant Property has received no notice alleging any material breach of any covenant contained in the lease which remains outstanding and the Seller is not aware of any material breach of any such covenant. (J) So far as the Seller is aware, the relevant member of the Group has good title to each Company Property. (K) So far as the Seller is aware, the Company Properties have (and these are subject to no rights of early termination by any third party) all proprietary rights and easements necessary for their existing use. (L) So far as the Seller is aware, there is no resolution or proposal for compulsory acquisition presently threatened in writing in respect of its Owned Real the Relevant Properties by a local or other authority. (M) So far as the Seller is aware, the Company Properties and the Business Properties comprise all land and buildings owned, occupied or used for the purpose of the Acquired Business. (N) In the case of a Company Property and personal property and valid leasehold interests in which is held by a member of the Group under a lease, licence or similar arrangement: (or otherwise i) no person has the right to use)terminate that lease, all licence or other arrangement before it is due to expire (other than as a result of a breach of its Leased Real Property, in each case as is necessary to terms by the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge relevant member of the Borrower Group); and (ii) that any of the Owned Real Property lease, licence or Leased Real Property listed other arrangement is not subject to a bar on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)assignment.

Properties. As (a) Sellers own no fee simple interest in Real Property, and have no obligation to purchase or acquire, now or in the future, any fee simple interest in Real Property. (b) Section 3.8(b) of the Initial Borrowing Date, Sellers' Disclosure Schedule 9.05(a) sets forth a true, correct and complete list of all Owned leases and other agreements, including all amendments thereto (collectively, the "Real Property Leases"), under which Sellers have the right to use or occupy, now or in the future, any real property, including the land, buildings and Leased other improvements (the "Real Property"). Except in connection with the Bankruptcy Petition, each Real Property of each Credit Party (other than Target Lease is valid, binding and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, all rent and other sums and charges payable by Sellers or their affiliates as tenants thereunder are current, no notice of default or termination under any Real Property Lease is outstanding, no termination event or condition or charged default on the part of Sellers or their affiliates as tenants or landlords exists under any Real Property Lease. Sellers have not received notice, and have no Knowledge, of any event that has occurred or condition that exists which, with the giving of notice or the lapse of time or both, would constitute such a default or termination event or condition. (bc) to Sellers have not received notice, and have no Knowledge, of any pending, threatened or contemplated condemnation proceeding affecting the knowledge Real Property or any part thereof, or of any sale or other position of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and or any part thereof, in lieu of condemnation. (d) Sellers have valid leasehold interests in the Real Property, free and clear of any Encumbrances, except for Real Estate Permitted Encumbrances or as otherwise set forth in Section 3.8(b) of Sellers' Disclosure Schedule. (e) Use of the Real Property for the various purposes for which it is presently being used is permitted under applicable zoning Laws and is not subject to "permitted non-conforming" use or otherwise has structure classifications. All Improvements are in material compliance with applicable Laws, including those pertaining to zoning, building and the right to use)disabled. No part of any Improvement encroaches on any real property not included in the Real Property, all and there are no buildings, structures, fixtures or other improvements primarily situated on adjoining property which encroach on any part of its Leased the Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower a manner that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)would cause a Material Adverse Effect.

Properties. As (a) None of the Initial Borrowing Sellers owns any real property. The real property (the "Real Property") demised by the Real Property Leases described in Schedule D constitutes substantially all of the real property used or occupied by Sellers. The Real Property is sufficient for the conduct of the Business as now conducted by Sellers. (b) The Real Property Leases and the Personal Property Leases are in full force and effect in all material respects, and, in each case, one of the Sellers holds a valid and existing leasehold interest under each of the Real Property Leases for the term set forth in Schedule D or Schedules C-1 and C-2, as applicable. Sellers have delivered to Buyer complete and accurate copies of each of the Real Property Leases and the Personal Property Leases, and none of the Real Property Leases or Personal Property Leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to Buyer. None of the Sellers is in default in any material respect, and no circumstances exist which, if unremedied, would, either with or without notice or the passage of time or both, result in such default under any of the Real Property Leases or Personal Property Leases. To the knowledge of Sellers, no other party to any of the Real Property Leases or Personal Property Leases is in default thereof. (c) Sellers are the owner of all right, title and interest in and to the Assets, including each of the properties and assets reflected on the Balance Sheet or acquired since the Balance Sheet Date, free and clear of all Liens other than Permitted Liens. (d) Schedule 9.05(a) F sets forth a correct complete and complete accurate list of all Owned the Assets which constitute equipment (including computer equipment and related peripherals), machinery, motor vehicles, furniture, fixtures, furnishings and leasehold improvements. All of the buildings, machinery, equipment and other tangible assets used by Sellers in the conduct of the Business are to the knowledge of the Sellers, in good condition and repair, ordinary wear and tear excepted, and are usable in the ordinary course of business. Sellers own, or lease under valid leases, all machinery, equipment and other tangible Assets necessary for the conduct of the Business. (e) The fees payable pursuant to the Regus Business Center Service Agreement, dated December 20, 2004 between ClearCommerce UK and Regus UK Limited will not exceed (pound)80 per day excluding value added taxes and telecommunications and similar connectivity charges. EXECUTION DRAFT (f) No Seller is in violation of any applicable zoning ordinance or other Governmental Regulation relating to the Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are that has resulted or could reasonably be expected to become Credit Parties on result in a Material Adverse Effect, and no Seller has received any written notice of any such violation, or after the Merger Closing Date. Except as existence of any condemnation proceeding with respect to any of the Real Property, except violations of the potential consequences of which have not had and could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).

Properties. As (a) Reliant and each of its Subsidiaries have good and valid title to, or a valid leasehold interest in, all the material properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Reliant Balance Sheet (except for personal property sold since the date of the Initial Borrowing DateReliant Balance Sheet in the ordinary course of business consistent with past practice). All such properties and assets reflected in the Reliant Balance Sheet are free and clear of all Liens, except for Liens reflected on the Reliant Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially impair the use or value of the property or assets subject thereto. (b) Neither Reliant nor any of its Subsidiaries owns, or has ever owned, any real property. Section 3.16(b) of the Reliant Disclosure Schedule 9.05(a) sets forth a list of all real property currently leased, subleased or licensed by or from Reliant or any of its Subsidiaries or otherwise used or occupied by Reliant or any of its Subsidiaries for the operation of business (the “Reliant Leased Real Property”), the address, name of the lessor, licensor, sublessor, master lessor or lessee and date of the lease, license, sublease or other occupancy right and each amendment thereto. (c) Reliant has provided or made available to Thermage true, correct and complete list copies of all Owned Real Property and leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Reliant Leased Real Property Property, including all amendments, terminations and modifications thereof (the “Reliant Lease Agreements”); and there are no other Reliant Lease Agreements for real property to which Reliant or any of each Credit Party (its Subsidiaries is bound, other than Target those identified in Section 3.16(c) of the Reliant Disclosure Schedule. To the knowledge of Reliant, all such Reliant Lease Agreements are valid and effective. With respect to the Reliant Lease Agreements, there is no existing default or event of default by Reliant or any of its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b)nor, in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit PartiesReliant, no default by any other party to any such Leasethereto, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of Reliant, no circumstance or event exists which with notice or lapse of time, or both, would constitute a default under any Reliant Lease Agreement. There are no other parties occupying, or with a right to occupy, the Borrower that any of the Owned Real Property or Reliant Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Property.

Properties. As (a) The Properties identified in Schedule B-2 of the Initial Borrowing DateSeller Parties Disclosure Letter are all of the real estate owned by the Target Companies and each Target Company owns (directly or indirectly through one or more other Target Companies as identified on Schedule B-2 of the Seller Parties Disclosure Letter) fee simple title in such Property (subject only to the Permitted Exceptions), Schedule 9.05(aas applicable. (b) sets forth a correct Seller Parties have previously delivered or made available to Buyer complete and complete list of all Owned Real Property and Leased Real Property accurate copies of each Credit Party Existing Policy (other than Target as defined below) insuring the Operating Partnership’s or the applicable Partnership Subsidiary’s fee or leasehold interest in the Properties and its Subsidiarieseach Existing Survey. Each Existing Policy and Existing Survey is identified on Schedule 2.9(b) and Schedule 9.05(bof the Seller Parties Disclosure Letter. (c) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effectset forth in Schedule 2.9(c) of the Seller Parties Disclosure Letter, neither Seller Parties nor any Target Company has received any written notice of any pending or threatened condemnation, rezoning or similar proceeding affecting any part of any Property. (d) The schedule of leases attached hereto as Schedule 2.9(d)-A of the Seller Parties Disclosure Letter (the “Lease Schedule”) lists each Space Lease in effect as of the Initial Borrowing Date (a) (i) date hereof and to Seller Parties’ Knowledge, each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and Space Lease is in full force and effect. As used herein “Space Lease” means each lease, license or other right of occupancy affecting or relating to any Property, including any amendments, modifications and supplements thereto and all guaranties of any of the obligations of the tenants thereto delivered in connection with such lease, license or agreement, but excluding any Ground Lease. The Lease Schedule contains a list of all Space Leases under which the Operating Partnership or the Partnership Subsidiary is the holder of the landlord’s or licensor’s interest, and (b) to the knowledge except as set forth on Schedule 2.9(d)-A of the Borrower Seller Parties Disclosure Letter, the Space Leases have not been modified or amended and contain the entire agreement between the relevant landlord and the other Credit Parties, no default by any party to any such Lease, lease or sublease existstenants named therein. Except as set forth on Schedule 9.05(a) or (b), each 2.9(d)-B of the Credit Seller Parties Disclosure Letter, neither the Target Companies, on the one hand, nor, to the Knowledge of Seller Parties, any other party, on the other hand, is in material default under any Space Lease. Except as set forth on Schedule 2.9(d)-B, neither Seller Parties nor any Target Company has good title given or received any written notice of any breach or default under any of such Space Leases which has not been cured. Except as set forth on Schedule 2.9(d)-C of the Seller Parties Disclosure Letter, all improvements required to all of be constructed by the applicable landlord under each Space Lease have been completed and the applicable tenant has accepted its Owned Real Property and personal property and valid leasehold interests in space. There are no leases (other than Ground Leases) entered into by the Operating Partnership or any Partnership Subsidiary (or otherwise has any predecessor owner of a Property) in force for the right to use), all of its Leased Real Property, in each case as is necessary Properties other than Space Leases. Prior to the conduct of its business in the ordinary coursedate hereof, free Seller Parties have made available to Buyer true, correct and complete copies of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere Space Leases in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective effect as of the date hereof hereof. Except as set forth in Schedule 2.9(d)-E of the Seller Parties Disclosure Letter, no tenant has paid any rent more than thirty (30) days in advance. Seller Parties have delivered or made available to Buyer copies of the rent rolls used by the applicable Partnership Subsidiaries in the ordinary course of owning and (iii) if it comes operating the applicable Properties; provided, however, Seller Parties are not making any representations and warranties with respect to the knowledge information and data in such rent rolls, except to the extent that the Seller Parties expressly do so elsewhere in this Section 2.9. Attached hereto as Schedule 2.9(d)-F of the Borrower within five Business Days Seller Parties Disclosure Letter is a true, correct and complete report setting forth, as of the Initial Borrowing Date that date hereof, all arrearages in excess of thirty (30) days under the Space Leases. Except pursuant to the terms of any Space Lease or pursuant to an instrument recorded against the applicable Property, no party has any purchase option, right of first refusal, right of first offer or similar right with respect to any portion of any Property. Schedule 2.9(d)-G of the Leased Real Property Seller Parties Disclosure Letter is a true, correct and complete list of the security and other deposits (including, whether in the form of cash or letter of credit) under the Space Leases being held by any Target Company. No Person, other than the Target Companies or Seller Parties, is holding any security or other deposits made by any tenant under any Space Lease. Except for those tenants listed on Schedule 9.05(a) is leased 9.14(e), Seller Parties represent and warrant to Buyer that, to Seller Parties’ Knowledge, none of the other tenants at their properties located in New Jersey are “industrial establishments” subject to ISRA Compliance as a result of the transactions contemplated by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)this Agreement.

Properties. As (a) Except for, as of the Initial Borrowing Datedate hereof, Excluded Assets, no real property is owned by the Standard Business. Schedule 9.05(a3.5(a) sets forth a correct describes all leases for real property leased by any Standard Company as lessee or lessor other than Management Contracts (the "Standard Leased Real Property"), such description including an identification of the lease agreement therefor and complete list any and all amendments, modifications, side letters and other agreements relating thereto, the names of all Owned Real Property the lessor and lessee thereunder, the title and date thereof, the address of the premises leased thereunder, and the term, including any extension options, if not apparent from the lease agreement. All leases with respect to the Standard Leased Real Property of each Credit Party (other than Target "Standard Leases") are in effect in accordance with their terms and its Subsidiaries) create a valid and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and binding interest in the Standard Leased Real Property in favor of Target a Standard Company and, except as set forth in Schedule 3.5(a), all rents and its Subsidiaries other amounts (including taxes, insurance and utilities) required to be paid under such Standard Leases, which have become due, have been paid. To the actual knowledge of Standard Owners and the Standard Companies, except as set forth in Schedule 3.5(a), there are expected no condemnation proceedings, special assessments, impact fees or similar charges pending or, to become Credit Parties on the actual knowledge of Standard Owners and the Standard Companies, threatened against the Standard Leased Real Property, and Standard Owners have not received or after been served with any notice with respect to any of the Merger Closing Dateforegoing. To the actual knowledge of Standard Owners and the Standard Companies, the current use by the Standard Companies of the Standard Leased Real Property complies in all respects with all applicable zoning laws and building and use restrictions (including all agreements of the Standard Companies applicable thereto) and condominium restrictions, except as could not be reasonably expected, individually or in the aggregate, to have a material adverse effect with respect to the Standard Business Condition. Standard Owners and the Standard Companies have no actual knowledge of any proposed change in the zoning or building ordinances affecting the Standard Leased Real Property. (b) Except as disclosed in Schedule 3.5(b), no lease of Standard Leased Real Property requires a Standard Company to make any structural repairs or maintenance beyond routine maintenance. To the actual knowledge of Standard Owners and the Standard Companies, except as disclosed in Schedule 3.5(b), all buildings, structures, improvements and fixtures on, under, over or within Standard Leased Real Property, and all other aspects of each Standard Leased Real Property: (i) are in good operating condition and repair (subject to normal wear and tear) and are structurally sound and free of any material defects; (ii) are suitable, sufficient and appropriate in all respects for their current uses, except for such failures as, together with all other such failures, could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Standard Business Condition; (iii) comply with all applicable codes and rules of national and local associations and boards of insurance underwriters; (iv) are within the boundary lines of their respective Standard Leased Real Property; and (v) consist of sufficient land, as of parking areas, sidewalks, driveways and other improvements to permit the Initial Borrowing Date (a) (i) each continued use of such Leases listed on Schedule 9.05(a) facilities in the manner and (ii) each of such leases and subleases listed on Schedule 9.05(b)for the purposes to which they are presently devoted. There are no outstanding or, in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the actual knowledge of the Borrower Standard Owners and the other Credit PartiesStandard Companies, no default threatened requirements by any party to insurance company which has issued an insurance policy covering any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Standard Leased Real Property, in each case as is necessary or by any board of fire underwriters or other body exercising similar functions, requiring any material repairs or work to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that be done on any of the Owned Real Property or Standard Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Property.

Properties. As (a) Each of the Initial Borrowing DateBorrowers has good and marketable title to, Schedule 9.05(aor valid, subsisting and enforceable leasehold interests in, all its Property material to its business subject only to Liens in favor of the Agent and Permitted Liens. All machinery and equipment of the Credit Parties is in good operating condition and repair, and all necessary replacements of and repairs thereto have be made so as to preserve and maintain the value and operating efficiency of such machinery and equipment. (b) sets Set forth on SCHEDULE 5.5 hereto is a correct and complete list of all Owned Real Property Patents, Trademarks and Leased Real Property Copyrights. Each of each Credit Party the Borrowers owns, or is licensed to use, all Patents, Trademarks and Copyrights material to its business ("PROPRIETARY RIGHTS"), and to the knowledge of the Borrowers, the use thereof by the Borrowers does not infringe upon the rights of any other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on Person, except for any such infringements that, individually or after in the Merger Closing Date. Except as aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (c) 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 "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, as applicable. The Borrowers have taken commercially reasonable steps to protect their Registered Proprietary Rights and to maintain the confidentiality of all Proprietary Rights that are not generally in the public domain. (d) As of the Initial Borrowing Date (a) date hereof, SCHEDULE 5.5 annexed hereto contains a true, accurate and complete list of (i) each of such Leases listed on Schedule 9.05(a) all owned real property and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) of any real property leased by any Borrower, regardless of whether such Borrower is the landlord or tenant (whether directly or as an 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 such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and the immediately preceding sentence is in full force and effecteffect and the Borrowers have no knowledge of any default that has occurred and is continuing thereunder, and (b) each such agreement constitutes the legal, valid and binding obligation of each applicable Borrower, enforceable against such Borrower in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the knowledge of the Borrower and the other Credit Parties, no default or limiting creditors' rights generally or by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)equitable principles.

Properties. As Subject to the provisions of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date Section 5.5 hereof: (a) Borrower and/or each Subsidiary Mortgagor has good and marketable title to all of the Mortgaged Properties, subject to no mortgage, security interest, pledge, lien, charge, encumbrance or title retention or other security agreement or arrangement of any nature whatsoever, except Permitted Encumbrances. Borrower shall, and shall cause each Subsidiary Mortgagor to, forever warrant and defend the title of their respective Mortgaged Properties against the lawful claims and demands of all persons whomsoever subject to the Permitted Encumbrances. (b) There are no pending or, to the best knowledge of Borrower, threatened proceedings or actions to revoke, attack, invalidate, rescind, or modify in any material respect (i) each the zoning of such Leases listed on Schedule 9.05(a) and any Mortgaged Property or any part thereof, or (ii) each any building or other permits heretofore issued with respect to any Mortgaged Property or any part thereof, or asserting that any such zoning or permits do not permit the operation of any Mortgaged Property or any part thereof or that any improvements located on such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable Mortgaged Property cannot be operated in accordance with its terms and intended use or is in full force violation of applicable Use Requirements. (c) The Mortgage covering each such Mortgaged Property creates a valid and, except for unrecorded Mortgages, enforceable first Lien, on such property described therein, as security for the repayment of the Indebtedness incurred by the Borrower hereunder and effectunder the other Loan Documents, subject only to the Permitted Encumbrances applicable to such property. (d) The Collateral is now, and so long as the Commitment remains in effect or any monetary obligation to the Agent or the Lenders hereunder or under the Promissory Notes or the other Loan Documents shall remain unpaid, will be owned solely by the Borrower, and said Collateral, including the proceeds resulting from the sale or other disposition (bother than Permitted Transfers of the Mortgaged Property) thereof, is and will remain free and clear of any Liens except the Liens granted pursuant to the Loan Documents to the Agent and the Lenders, which Liens to the Agent and the Lenders shall, at all times, be first and prior on the Collateral and all proceeds resulting from the sale or other disposition thereof, and no further action need be taken to perfect said Liens. (e) Neither the existence of any improvements upon a Mortgaged Property nor the intended use or condition of any Mortgaged Property violates in any material respect any Use Requirements. With respect to each Mortgaged Property, neither the zoning nor any other right to carry on the use of such Mortgaged Property as an extended stay facility, including such ancillary facilities related thereto, is to any extent dependent upon or related to any other real estate. Each Mortgaged Property may be operated as an extended stay facility with such ancillary facilities related thereto and the Borrower has received no written notices from any Governmental Authorities alleging any violation by any Mortgaged Property of any Requirement of Law, including but not limited to applicable Use Requirements. (f) There are no pending or, to the knowledge of the Borrower and the other Credit PartiesBorrower, no default by any party threatened proceedings relating to any such Lease, lease (i) taking by eminent domain or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each other condemnation of the Credit Parties has good title to all any portion of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real any Mortgaged Property, in each case as is necessary to the conduct (ii) condemnation or relocation of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real roadways abutting any Mortgaged Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes denial of access to any Mortgaged Property from any point of access to such Mortgaged Property, in any such case not accounted for in the Plans and Specifications. (g) Each Mortgaged Property has adequate and permanent legal access to water, gas, and electrical supply, storm, and sanitary sewerage facilities, other required public utilities (with respect to each of the aforementioned items by means of either a direct connection to the knowledge source of such utilities or through connections available on publicly dedicated roadways directly abutting such Mortgaged Property), and means of access between such Mortgaged Property and public highways over recognized curb cuts, and all of the Borrower within five Business Days foregoing comply with all applicable Use Requirements. (h) Each Mortgaged Property constitutes a legally subdivided lot under all applicable Use Requirements (or, if not subdivided, no subdivision or platting of the Initial Borrowing Date that any such Mortgaged Property is required under applicable Requirements of the Leased Real Law), and for all material purposes each Mortgaged Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically may be deemed removed from Schedule 9.05(a)mortgaged, conveyed, and otherwise dealt with as an independent parcel.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each Each of the Credit Parties has good and marketable title to to, or valid, subsisting and enforceable leasehold interests in, all of its Owned Real Property real and personal property and valid leasehold interests in material to its business. (b) Each of the Credit Parties owns, or otherwise to its knowledge has the right acquired an implied license to use), all of its Leased Real Propertytrademarks, in each case as is service marks, tradenames, copyrights, patents and other intellectual property ("PROPRIETARY RIGHTS") which are necessary to for the conduct of its business in the ordinary coursemanner that such businesses have heretofore been conducted, free of all Liens other than Permitted Liens. Notwithstanding anything to including the contrary contained above or elsewhere in this Agreementcomputer software programs listed on SCHEDULE 4.5 annexed hereto, from time to timeand, if it comes to the knowledge of the Borrower that Credit Parties, the use thereof does not infringe upon the rights of any other Person, except for such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No other Proprietary Rights are necessary for the unimpaired continued operation of the Owned Real Property Credit Parties' businesses in the manner that such businesses heretofore have been conducted. All such trademark applications and registrations, trademarks, registered copyrights, patents and patent applications which are owned by or Leased Real Property licensed to any Credit Party are listed on Schedule 9.05(bSCHEDULE 4.5. (c) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as As of the date hereof hereof, SCHEDULE 4.5 contains a true, accurate and complete list of (i) all owned Real Property Assets and (iiiii) if it comes to all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Property Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such 60 66 lease, sublease or assignment. Expect as specified in SCHEDULE 4.5, each agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and the Borrowers have no knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the Borrower within five Business Days legal, valid and binding obligation of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is leased each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles.

Properties. As (a) Neither the Company nor the Subsidiary owns real property. Attached hereto as Disclosure Schedule 3.14 is a list containing a description of all of the Initial Borrowing DateCompany's and the Subsidiary's leasehold interests in real property used or occupied by it in the conduct of the business (the "Leased Property"). All leases used in the conduct of the Business are described in Disclosure Schedule 3.14 and, except as set forth on such schedule, are in full force and effect and the Company or the Subsidiary holds a valid and existing leasehold interest under each of the leases for the terms set forth on such schedule. Seller has delivered or made available to Buyer complete and accurate copies of all leases and related amendments and memoranda concerning such leases that are in the possession of the Company or the Subsidiary. Neither Seller, the Company nor the Subsidiary has received written notice of any default under the leases and neither the Company nor the Subsidiary is in default under any of the leases. No person has the right to terminate or accelerate performance under or otherwise modify (including upon the giving notice or the passage of time) any of such leases, except in accordance with the provisions thereof. The Leased Property is in good operating condition and repair, normal wear and tear excepted, and, to Seller's knowledge, is free from any defects of a material nature. To Seller's knowledge, the operation of the Leased Property in the manner in which it is now and has been operated by Seller, the Company and/or the Subsidiary does not violate any zoning ordinance, municipal regulation, or other Law. Since June 1, 1999, neither the Company nor the Subsidiary has received any notices, demands, or other directives from any governmental bodies with jurisdiction over the Leased Property asserting that any current or past use of or condition on or about the Leased Property, or any part thereof, may violate any Laws (including without limitation, Environmental Law) or any notice stating that any part of the Leased Property may be subject to condemnation or similar proceedings. Neither the Company nor the Subsidiary is a "foreign person" as that term is defined in Code Section 1455, and applicable regulations. (b) Set forth on Disclosure Schedule 9.05(a) sets forth 3.14 is a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as tangible assets of the Initial Borrowing Date Company with a book value or fair market value greater than Twenty Five Thousand Dollars (a) $25,000). The Company and the Subsidiary have good title to, or a valid leasehold interest in, all of their respective assets, including the assets reflected on the Financial Statements and all assets used by the Company and the Subsidiary in the conduct of their respective businesses (with de minims exceptions and except for assets held under leases or licenses disclosed pursuant to Section 3.15), subject to no Security Interests, except for (i) each of such Leases listed on Schedule 9.05(a) and Security Interests for current taxes not yet due, (ii) each minor imperfections of title and encumbrances that do not materially detract from or materially interfere with the present use or value of such leases and subleases listed on Schedule 9.05(b)assets, in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to Security Interests disclosed in Disclosure Schedule 3.14. All facilities, machinery, equipment, fixtures, vehicles and other tangible personal property owned, leased or used by the knowledge of Company or the Borrower within five Business Days of Subsidiary are in good operating condition and repair, normal wear and tear excepted, are reasonably fit and usable for the Initial Borrowing Date that any of purposes for which they are being used, are adequate and sufficient for the Leased Real Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a)Company's and the Subsidiary's respective businesses, as presently conducted, and substantially conform with all applicable laws, rules and regulations.