Common use of Properties Clause in Contracts

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (ai) The As of the date of this Agreement, neither the Company or one nor any of its Subsidiaries has good currently owns in fee any real property or interests in real property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and valid title toits Subsidiaries, or in the case of leased property and leased tangible assets, a has valid and enforceable leasehold interest interests in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)properties and tangible assets, free and clear of all Liens, except for (1) Liens other than for taxes not yet due and payable or that are being contested in good faith through appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (i2) statutory ad valorem and real estate Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ or similar Liens incurred in the ordinary course of business, consistent with past practice, in each case for current taxes and assessments sums not yet past due and payable or the amount due, but not delinquent or validity of which is being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves have been established in accordance with GAAP in the most recent financial statements contained in the Filed SEC Documents, (ii3) mechanics’Liens imposed or promulgated by applicable Law or any Governmental Entity with respect to real property, workmen’sincluding zoning, repairmen’sbuilding, landlord’sfire, warehousemen’shealth and environmental laws and similar regulations, carriers(4) pledges or deposits in connection with workers’ compensation, unemployment insurance, social security and other similar legislation, (5) Liens incurred in the ordinary course of business, consistent with past practice, in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar Liens arising obligations, (6) any ▇▇▇▇ licenses and any licenses of and other grants of rights to use Intellectual Property rights entered into in the ordinary course of business and (7) Liens incurred in the ordinary course of the Company or such Subsidiary business consistent with past practice (iii) encumbrances on real property that would not reasonably be expected to interfere adversely in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection a material way with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the properties or assets to which they relate in the business of the Company and its Subsidiaries as currently conducted encumbered thereby (collectively, “Permitted Liens”). (bii) Section 4.18(b3.01(n)(ii) of the Company Disclosure Letter sets forth a true complete and complete correct list of all material real property owned and material interests in real property leased by the Company or any of its Subsidiaries (each such property, a “Owned Leased Real Property” and each lease, sublease or other agreement relating to such Leased Real Property, a “Lease”). (iii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) each such Lease is a legal, valid and all property leased for the benefit binding agreement of the Company or any of its Subsidiaries (“Leased Real Property”). Each of Subsidiary, as the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Propertycase may be, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, norand, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any each other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of enforceable against the Company Disclosure Letter relating to any Leased Real Property have been obtainedor such Subsidiary, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following as the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property orcase may be, and, to the knowledge of the Company, Leased Real Property against the other party or parties thereto, in each case, in accordance with its terms, except as enforceability thereof may be limited by the Bankruptcy Exceptions, and each such Lease is in full force and effect and (B) neither the Company or any of nor its Subsidiaries for the current or contemplated use of such real property. To applicable Subsidiary, nor to the knowledge of the Company, there are no material latent defects any other party thereto, is in breach or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to default under any Lease under which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19occupancy.

Properties. (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 3.14(b) of the Company Disclosure Letter sets forth as of the date of this Agreement, the address of all Leased Real Property over 5,000 square feet, the identity of the lessor, lessee and current occupant (if different from the lessee) of such Leased Real Property and a list, as of the date of this Agreement, of all such leases, subleases, licenses and other occupancy agreements related thereto, including all amendments and supplements thereto and guaranties thereof (the “Real Property Leases”). The Company has made available to Parent complete, correct and accurate copies of each Real Property Lease. Except as set forth in Section 3.14(b) of the Company Disclosure Letter, 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 Leased Real Property over 5,000 square feet or any portion thereof. The Leased Real Property constitutes all of the real property used or occupied by the Company and its Subsidiaries in the conduct of their respective businesses. (c) The Company or one of its Subsidiaries has owns good and valid and legally compliant leasehold title to, or (to the extent such concepts are applicable in the case of leased property and leased tangible assets, a valid jurisdiction(s) governing such leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), title) to the Leased Real Property free and clear of all Liens other than Liens, except (i) statutory ad valorem Permitted Liens and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions respects that were would not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do notreasonably be expected to be, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets material to which they relate in the business of the Company and its Subsidiaries Subsidiaries, taken as currently conducted (“Permitted Liens”)a whole. (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. Except as otherwise set forth in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company and each Subsidiary have title to their respective properties as follows: (ai) The Company or one with respect to oil and gas properties underlying the Company’s estimates of its Subsidiaries has net proved oil and natural gas reserves contained in the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus, such title is legal, good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)defensible title, free and clear of all Liens other than (i) statutory ad valorem liens, security interests, pledges, charges, encumbrances, mortgages and real estate restrictions, except for liens, security interests, pledges, charges, encumbrances, mortgages and restrictions under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other Liens for current taxes oil and assessments gas exploration participation and production agreements, in each case that secure payment of amounts not yet past due and payable for performance of other unmatured obligations and are of a scope and nature customary for the oil and gas industry or the amount or validity of which is being contested arise in good faith by appropriate proceedingsconnection with drilling and production operation, and (ii) mechanics’with respect to real and personal property other than that appurtenant to oil and gas interests, workmen’ssuch title is free and clear of all liens, repairmen’ssecurity interests, landlord’spledges, warehousemen’scharges, carriers’ encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or similar Liens arising used by the Company or any Subsidiary lies in an area that is, or to the ordinary course of business knowledge of the Company will be, subject to restrictions that would prohibit, and no statements of facts relating to the actions or inaction of another person or entity or his or its ownership, leasing, licensing, or use of any real or personal property exists or will exist that would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any Subsidiary as presently conducted or as the Registration Statement, the Preliminary Prospectus, the Prospectus or the Time of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party theretoSale Prospectus indicates they contemplate conducting, except as, individually or as may be properly described in the aggregateRegistration Statement, has the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not had now result in and would will not reasonably be expected to have in the future result in a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeChange. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company Pivotal and its Subsidiaries do not own any real property. (b) Except as would not, individually or in the aggregate, be material to Pivotal and its Subsidiaries, taken as a whole, Pivotal or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, in all of its real properties and tangible assets constituting personal property (excluding, that are necessary for purposes of this sentence, assets held under leases)Pivotal and its Subsidiaries to conduct their respective businesses as currently conducted, free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, ’s and carriers’ or similar Liens arising in the ordinary course of business of the Company Pivotal or such Subsidiary consistent with past practice Subsidiary, (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company Pivotal and its Subsidiaries as currently conducted conducted, (iv) Liens specifically reflected on the Most Recent Pivotal Balance Sheet, (v) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (vi) zoning, building and other similar codes and regulations which are not violated in any material respect by the use and operation of any property of Pivotal and its Subsidiaries, (vii) Liens, easements, rights-of-way, covenants and other similar restrictions that have been placed by any developer, landlord or other Person on property over which Pivotal or any of its Subsidiaries has easement rights or on any property leased by Pivotal or any of its Subsidiaries and subordination or similar agreements relating thereto, in each case that do not adversely affect in any material respect the occupancy or use of any property of Pivotal and its Subsidiaries, and (viii) transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws (“Permitted Liens”). (b) . Section 4.18(b3.18(a) of the Company Pivotal Disclosure Letter sets forth a true and complete list of all real property owned by leased for the Company benefit of Pivotal or any of its Subsidiaries (“Owned Real Property”) and all property leased pursuant to a Contract providing for the benefit annual aggregate rent in excess of the Company or any of its Subsidiaries (“Leased Real Property”)$5,000,000. Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, Except as would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except asnot have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed the tangible personal property currently used in Section 4.5 the operation of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases business of Leased Real Property shall remain valid Pivotal and binding its Subsidiaries is in accordance with their terms following the Effective Timegood working order (reasonable wear and tear excepted). (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company Pivotal and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company Pivotal and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 section 3.18 does not relate to intellectual property, which is the subject of Section 4.19section 3.19.

Properties. (a) The Company or one of its KGS and the Subsidiaries has have good and valid fee title to, or in the case of leased property and leased tangible assetshave valid interests by easement, a valid leasehold interest Contract or otherwise in, all of its property and assets constituting (whether real, personal, tangible or intangible) reflected on the KGS Balance Sheet or acquired after the Balance Sheet Date in all material respects to all real and personal property that is necessary for KGS and the Subsidiaries to conduct its business as currently being conducted. Gas Services GP and each of the KWK Entities have good and valid fee title to, or have valid rights of interests by easement, Contract or otherwise in, all property and assets (excludingwhether real, for purposes personal, tangible or intangible) used in the business of this sentenceGas Services GP or the KWK Entities, as applicable. None of any of the aforementioned property or assets held under leases)is subject to any Lien, free and clear of all Liens other than except (i) statutory ad valorem and real estate and other Liens disclosed on Section 3.16 of the Seller Disclosure Schedules; (ii) Liens disclosed on the KGS Balance Sheet or notes thereto; (iii) Liens for current taxes taxes, assessments and assessments similar charges that are not yet past due or the amount or validity of which is are being contested in good faith by appropriate proceedings, faith; (iiiv) mechanics’, workmenmechanic’s, repairmenmaterialman’s, landlordcarrier’s, warehousemen’s, carriers’ or 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; (v) Liens incurred in the ordinary course of business since the Balance Sheet Date none of which are material to the ownership, use or operation of the Company assets of the Sold Entities; or such Subsidiary consistent with past practice (iiivi) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do Liens which are not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in material to the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and or operation of the assets to which they relate in the business of the Company and its Subsidiaries Sold Entities, taken as currently conducted whole (clauses (i) –(vi) of this Section 3.16 are, collectively, the “Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple Except as would not reasonably be expected to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except ashave, individually or in the aggregate, a Material Adverse Effect: (i) each Sold Entity has such easements, licenses, rights-of-way, permits, servitudes, leasehold estates, instruments creating an interest in real property, and other similar real estate interests (each, a “Right-of-Way”) that are necessary for the Sold Entities to own, use and operate their respective assets and properties in the manner that such assets and properties are currently owned, used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Permitted Liens), (ii) the Rights-of-Way grant the rights purported to be granted thereby, (iii) each Sold Entity conducts its business and has and is being operated in a manner that does not had violate in any material respect any of the Rights-of-Way, (iv) each Sold Entity has fulfilled and performed all of its material obligations with respect to such Rights-of-Way and (v) no event has occurred or circumstance exists that allows, or after the giving of notice or the passage of time, or both, would allow limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the holder of any such Rights-of-Way. All pipelines operated by the Sold Entities are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by any Sold Entity of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that have not and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thatto, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each materially impair the conduct of the Company business of the Sold Entities, taken as a whole, as currently, and as currently planned by the Sold Entities to be, conducted. (c) All tangible personal property owned, leased or licensed by the Sold Entities is adequate for its Subsidiaries enjoys peaceful and undisturbed possession under present uses in all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19material respects.

Properties. (a) Section 3.10(a) of the Transferor Disclosure Schedule sets forth a complete and accurate list, with general descriptions, property addresses and the name of the record owner thereof, of the real property owned by the Company (together with all plants, buildings, structures, installations, fixtures, fittings, improvements, betterments and additions situated thereon, and all privileges and appurtenances thereto, collectively, the “Owned Real Property”). The Company or one of its Subsidiaries has holds good and valid indefeasible fee simple title to, or in to the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)Owned Real Property, free and clear of all Liens Encumbrances other than Permitted Encumbrances. Except as set forth on Section 3.10(a) of the Transferor Disclosure Schedule, the Company has not mortgaged, assigned or transferred any interest in the Owned Real Property. The Company has made available to the NGL Group Entities copies of each deed, title insurance policy, mortgage and/or other real property financing document in its possession or control with respect to the Owned Real Property. Other than the Permitted Encumbrances, the Owned Real Property is not subject to leases or tenancies of any kind and there are no parties, other than the Company, occupying or with a right to occupy the Owned Real Property. All facilities located on or comprising the Owned Real Property and required for the operation of the Business (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or have received all Permits required in connection with the amount or validity of which is being contested in good faith by appropriate proceedingsoperation thereof, (ii) mechanics’have been operated and maintained in all material respects in accordance with all applicable Laws, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, are supplied with utilities and other similar rights or restrictions that were not incurred in connection with services reasonably necessary for the borrowing operation of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such propertiesfacilities, (iv) existing Liens disclosed are in good condition and the Company’s consolidated balance sheet as at December 31systems located therein are in good working order and condition, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) are located on such Owned Real Property and do not encroach on any such matters adjoining property owned by others or public rights of recordway. There are no outstanding options, Liens and other imperfections rights of title that do notfirst offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. There are no pending, individually or in to the aggregate, impair the continued ownership, use and operation Knowledge of the assets Company, threatened proceedings to which they relate condemn, take or demolish any Owned Real Property or part thereof. No Owned Real Property, or part thereof, is located in a flood hazard area (as designated by the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”Federal Emergency Management Agency). (b) Section 4.18(b3.10(b) of the Company Transferor Disclosure Letter Schedule sets forth a true and complete list by street address of all the real property owned that is leased, subleased or occupied pursuant to similar agreements by the Company or any of its Subsidiaries (together with all Rights-of-Way (as defined below), plants, buildings, structures, installations, fixtures, fittings, improvements, betterments and additions situated thereon, and all privileges and appurtenances thereto, the “Leased Real Property” and, together with the Owned Real Property”) and all property leased for , the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, the Company has a valid and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good enforceable leasehold title to all Leased Real Property, interest in each case, Lease free and clear of all Liens except Encumbrances other than Permitted LiensEncumbrances. No parcel Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, each Lease is in full force and effect and no Company party is in default thereunder. The Company has made available to the NGL Group Entities true, correct and complete copies of all Real Property Leases. Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, all Leased Real Property is leased to the Company pursuant to written leases, the Company has not subleased any Leased Real Property, and there are no other parties occupying, or with a right to occupy the Leased Real Property. All facilities located on or comprising the Leased Real Property (i) have received all Permits required in connection with the operation thereof, (ii) have been operated and maintained in all material respects in accordance with all applicable Laws, (iii) are or may be supplied with utilities and other services reasonably necessary for the operation of such facilities, (iv) are in good condition and the systems located therein are in good working order and condition and (v) are located on such Leased Real Property and (unless expressly permitted to do so) do not encroach on any adjoining property owned by others or public rights of way. The Closing will not affect the enforceability against any Person of any Real Property Lease or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of its business. (c) The Owned Real Property and the Leased Real Property constitute all of the real property interests owned or leased by the Company and used in the conduct of the Business. All Equipment and Improvements used by the Company in the Business are located on the Leased Real Property or the Owned Real Property. To the Knowledge of the Company, there are no facts or conditions affecting any of the Owned Real Property or the Leased Real Property which would interfere with the use or occupancy of such Owned Real Property or Leased Real Property is in the operation of the Business. (d) The Company has such consents, easements, rights-of-way, Permits or licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct the Business subject to any governmental decree or order the limitations contained in Section 3.10(d) of the Transferor Disclosure Schedule. The Company has fulfilled and performed all of its material obligations with respect to be sold such Rights-of-Way and no event has occurred or is being condemnedanticipated to occur that allows, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with after notice or lapse of time would allow, revocation or both, termination thereof or would constitute result in a default thereunder by or any impairment of the rights of the holder of any such Rights-of-Way, and none of such Rights-of-Way contains any restriction that is materially burdensome to the Company, any of its Subsidiaries or 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. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (ce) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge Except as set forth on Section 3.10(e) of the CompanyTransferor Disclosure Schedule, Leased Real Property by the Company has good and valid title to all material items of tangible personal property used in or any of its Subsidiaries necessary for the current or contemplated use of such real property. To the knowledge operation of the CompanyBusiness, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures free and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms clear of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Encumbrances.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or reports identified in the case of leased property and leased tangible assets, a valid leasehold interest in, Disclosure Schedule list all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in owned (the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, "Owned Property") or leased as lessor or lessee (the "Leased Property" and other similar rights or restrictions that were not incurred in connection collectively with the borrowing of money or Owned Property, the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv"Property") existing Liens disclosed in by the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) Except as stated in the Disclosure Schedule, none of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree purchase options, rights of first refusal or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Timepreferential 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 contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property disputes regarding those agreements pending or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedthreatened. (d) Each 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 contains a true, correct and its Subsidiaries has complied with the terms complete list of all leases to which it is a partyleases, subleases, tenancies, licenses and other rights of occupancy or use for all or any portion of any Property, and all such leases are guarantees and other agreements in full force respect thereof, all as amended, renewed and effectextended to the date thereof, except for any such noncompliance whether oral or failure written (the "Leases"). (g) The Company has heretofore delivered to be in full force Acquisition a true, correct and effect that, individually complete copy of each Lease (or written summary thereof in the aggregatecase of oral Leases). (h) Each current tenant (the "Tenant") is in actual possession of its leased premises. No Rents violate any applicable law. For purposes of this Section 5, has not had the term "Rents" is defined to mean the basic, and would not reasonably be expected additional and percentage rents, all pass-throughs of taxes, expenses or other items, and all other sums payable by the Tenant to have a Material Adverse Effect. Each of the Company lessor (including, without limitation, utility charges) during the original and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19renewal terms thereof.

Properties. (a) The Company Section 3.15 of the Disclosure Schedule correctly lists each parcel of real property leased or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith subleased by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such any Subsidiary consistent with past practice as of the date hereof (iiithe “Real Property”). The Company and its Subsidiaries do not own any Real Property in fee simple. (b) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were Except as would not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do notreasonably be expected to have, individually or in the aggregate, impair present business operations at a Material Adverse Effect: (i) each material lease of Real Property, together with all amendments and modifications thereto (each, a “Lease”) is in full force and effect in accordance with its terms; (ii) all material amounts due and payable as rent due under each such propertiesLease have been paid in full (except that routine reconciliations of typical lease charges such as taxes, common area maintenance payments, insurance and the like may still be owed for prior years if such amounts have not been billed by landlords or are in the routine process of payment on the date hereof or are being disputed); (iii) in each case the lessee or an affiliate has been in peaceable possession since the commencement of the original term of such Lease and no material waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; and (iv) existing Liens disclosed in to Seller’s knowledge, there exists no material default or event, occurrence, condition or act which, with the Company’s consolidated balance sheet as at December 31, 2010 (giving of notice or the notes thereto) included in lapse of time or both, would become a default under such Lease allowing the landlord to terminate such Lease. Neither the Company SEC Documents; and (v) nor any Subsidiary or, to the knowledge of Seller, any other party thereto, has violated any of the terms or conditions under any such matters of recordLease, Liens and other imperfections of title that do notexcept for any such violations which would not have, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming The Company and its Subsidiaries have adequate rights of ingress and egress and adequate electric, light, telephone and water utilities with respect to all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements operation of the business of the Company and its Subsidiaries as currently conducted. (d) Each in the ordinary course and consistent in all material respects with past practice and with the business plans of the Company and its Subsidiaries has complied with as in effect on the terms of all leases to which it is a party, and all such leases are in full force and effectdate hereof, except for any the failure of the Company or its Subsidiaries to have such noncompliance or failure to be in full force and effect thatrights as would not constitute, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so thatExcept as would not have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate , no condemnation proceeding or other litigation is pending or, to intellectual propertythe knowledge of Seller, threatened which would preclude or impair the use of any such Real Property by the Company and its Subsidiaries for the purposes for which it is currently used or proposed to be used as of the subject of Section 4.19date hereof.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of Neither the Company or such nor any Company Subsidiary consistent with past practice (iii) encumbrances on owns any real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)property. (b) Section 4.18(b5.15(b) of the Company Disclosure Letter sets forth contains, as of the date of this Agreement, a true and complete list of all real property owned that is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and the Company Subsidiaries, as applicable (such property, the “Leased Real Property”), and sets forth a list of any and all leases, subleases, sub-subleases, licenses, sublicenses and occupancy agreements and purchase options for the use of the Leased Real Property to which the Company or any Company Subsidiary is a party with respect thereto (collectively, including all modifications and amendments thereto, the “Real Estate Leases”). The Company and/or one of the Company Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Real Estate Lease, subject to proper authorization and execution of such Real Estate Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. True and complete copies of all Real Estate Leases have been made available to Parent. (c) Each Real Estate Lease (i) is in full force and effect and a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity; (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; and (iii) except with respect to any Permitted Liens, has not been assigned in any manner by the Company or any of its Subsidiaries the applicable Company Subsidiaries. (“Owned Real Property”d) and all property leased for the benefit There is no existing material default or event of default by the Company or any of its Subsidiaries (“Leased Real Property”). Each the Company Subsidiaries, or, to the Knowledge of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Company, any other party thereto, under any Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation thereforEstate Lease, nor, to the knowledge Knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, which with notice or lapse of time or both, both would constitute a material default thereunder by the Company, Company or any of its Subsidiaries Subsidiary (as applicable) or 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. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any . (e) The Leased Real Property have been obtained, constitutes all leases of the real property occupied or otherwise used by the Company and the Company Subsidiaries as of the date hereof. The Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained is in all material respects and are in good operating condition and repair in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the requirements Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its the Company Subsidiaries as currently conductedpresently conducted at such Leased Real Property. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (ai) The Company Section 3.1(o) of the Clearday Disclosure Letter sets forth a correct list of all real property owned or one of its Subsidiaries has good leased (as lessee) by Clearday or any Clearday Subsidiary (all such real property interests, together with all buildings, structures and valid title to, other improvements and fixtures located on or in the case of leased under such real property and leased tangible assetsall easements, a valid rights and other appurtenances to such real property, are individually referred to herein as an “Clearday Property” and collectively referred to herein as the “Clearday Properties”). (ii) Clearday or the applicable Clearday Subsidiary owns fee simple title or leasehold interest intitle (as applicable) to each of the Clearday Properties, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)in each case, free and clear of all Liens Liens, mortgages or deeds of trust, claims against title, charges that are Liens, security interests or other than encumbrances on title, rights of way, restrictive covenants, declarations or reservations of an interest in title (icollectively, “Encumbrances”), except for the following: (A) Encumbrances set forth Section 3.1(o) of the Clearday Disclosure Letter or relating to debt obligations reflected in the Company’s financial statements and the notes thereto (including with respect to debt obligations which are not consolidated), (B) Encumbrances that result from any statutory ad valorem and real estate and or other Liens for current taxes and Taxes or assessments that are not yet past due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (C) any Material Contracts (only to the extent that the same encumbers or affects title to real property), or leases to third parties for the occupation of portions of the Clearday Properties by such third parties in the ordinary course of the business of Clearday, (iiD) Encumbrances imposed or promulgated by Law or any Governmental Entity, including zoning regulations, (E) Encumbrances disclosed on existing title policies made available to the Purchaser Parties prior to the date hereof, (F) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or ’s and materialmen’s liens and other similar Liens arising liens imposed by Law and incurred in the ordinary course of business business, and (G) any other Encumbrances, limitations or title defects of any kind, if any, that, individually or in the Company or such Subsidiary consistent with past practice aggregate, would not constitute a Clearday Material Adverse Effect. (iii) encumbrances Clearday has made available to Purchaser all title insurance policies with respect to the Clearday Properties. To Clearday’s Knowledge, no material claim has been made under any such title insurance policy and each such title insurance policy is in full force and effect as of the date hereof. (iv) No certificate, permit or license from any Governmental Entity having jurisdiction over any of the Clearday Properties or any agreement, easement or other right that is necessary to permit the lawful use and operation of the buildings and improvements on real property any of the Clearday Properties or that is necessary to permit the lawful use and operation of all parking areas, driveways, roads and other means of egress and ingress to and from any of the Clearday Properties has not been obtained and is not in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenantsfull force and effect, and other similar rights neither Clearday nor any Clearday Subsidiary has received written notice of any threat of modification or restrictions that were not incurred cancellation of any such certificate, permit or license, except for such notices, failures to obtain and to have in connection with the borrowing of money or the obtaining of advances or credit full force and that do effect, which would not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and constitute a Clearday Material Adverse Effect. (v) Neither Clearday nor any such matters Clearday Subsidiary has received any written notice to the effect that (A) any condemnation or rezoning proceedings are pending or threatened with respect to any of recordthe Clearday Properties, Liens or (B) any zoning regulation or ordinance (including with respect to parking), board of fire underwriters rules, building, fire, health or other Law, code, ordinance, Order or regulation has been violated for any Clearday Property, which in the case of clauses (A) and other imperfections of title that do not(B) would, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)constitute a Clearday Material Adverse Effect. (bvi) Section 4.18(b3.1(o) of the Company Clearday Disclosure Letter sets forth a true and complete list lists as of all real property owned by the Company date hereof each ground lease to which Clearday or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company Clearday Subsidiary is party, as lessee or any of its Subsidiaries (“Leased Real Property”)lessor. Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property such ground lease is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effecteffect and is valid, binding and there exists no default under any such lease by enforceable in accordance with its terms against the Companylessor or lessee thereunder, any as applicable, and, to the Knowledge of its Subsidiaries or any Clearday, against the other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party parties thereto, except asas would not constitute, individually or in the aggregate, has not had and would not reasonably be expected to have a Clearday Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries Except as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thatwould not constitute, individually or in the aggregate, has not had and would not reasonably be expected to have a Clearday Material Adverse Effect, neither Clearday nor any Clearday Subsidiary, on the one hand, nor, to the Knowledge of Clearday, any other party, on the other hand, is in default under any such ground lease which default is reasonably likely to result in a termination of such ground lease. Each No purchase option has been exercised under any of such ground lease, except purchase options whose exercise has been evidenced by a written document as described in Section 3.1(o) of the Company Clearday Disclosure Letter. Clearday has made available to Purchaser a correct and its Subsidiaries enjoys peaceful complete copy of each such ground lease and undisturbed possession under all such leasesmaterial amendments thereto. (vii) Neither Clearday nor any Clearday Subsidiary is a party to any agreement relating to the management of any of the Clearday Properties by a party other than Clearday or any wholly-owned Clearday Subsidiaries, except for any such failure to do so that, individually or in as disclosed Section 3.1(o) of the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Clearday Disclosure Letter.

Properties. (a) (i) The Company or one and each of its Subsidiaries has good and valid marketable title to, or in the case of leased property and leased tangible assets, a valid leasehold interest interests in, all of its material real properties and material tangible assets constituting personal property and (excludingii) all such assets and real properties, for purposes other than assets and real properties in which the Company or any of this sentenceits Subsidiaries has leasehold interests, assets held under leases), are free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens Liens, except for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b4.21(b) of the Company Disclosure Letter Schedule sets forth a true complete and complete correct list of all real property and interests in real property, if any, currently owned by the Company or any of its Subsidiaries (each, an “Owned Real Property”). Section 4.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased for the benefit of leased, subleased or otherwise occupied by the Company or any of its Subsidiaries in respect of which the Company or any of its Subsidiaries has annual rental obligations of $100,000 or more (each, a “Leased Real Property”). Each of , (ii) the address for each Leased Real Property, (iii) current rent amounts payable by the Company and or its Subsidiaries has (i) good and marketable title in fee simple related to all Owned such Leased Real Property and (iiiv) good leasehold title to a description of the applicable lease, sublease or other agreement therefore and any and all Leased Real Propertyamendments, in each casemodifications, free side letters relating thereto. All of the leases, subleases and clear other agreements (each, a “Lease Agreement”) of all Liens except Permitted Liens. No parcel of Owned Real Property or the Leased Real Property are valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby. Except as set forth in Section 4.21(b) of the Company Disclosure Schedule, no Lease Agreement is subject to any governmental decree Lien other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or order other agreement granting to any third party any interest in such Lease Agreement or any right to the use or occupancy of any Leased Real Property. The Company and each of its Subsidiaries has performed all material obligations required to be sold or is being condemned, expropriated or otherwise taken performed by any public authority with or without payment of compensation therefor, nor, it to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effectdate under each Lease Agreement, and there exists are no default under any such lease by the Company, any of its Subsidiaries outstanding defaults or any other party thereto, nor any event circumstances which, with upon the giving of notice or lapse passage of time or both, would constitute a default thereunder or breach by the Company, any of its Subsidiaries or party under 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. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeLease Agreement. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge Except as set forth in Section 4.21(b) of the CompanyCompany Disclosure Schedule, with respect to each Leased Real Property by Property, neither the Company or nor any of its Subsidiaries for the current has subleased, licensed or contemplated otherwise granted anyone a right to use or occupy such Leased Real Property or any portion thereof. The Company and each of such real property. To the knowledge its Subsidiaries enjoy peaceful and undisturbed possession of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or and the Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company Except for Permitted Encumbrances and immaterial property rights terminated or one disposed of its Subsidiaries has good and valid title toafter September 30, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising 2015 in the ordinary course of business of business, the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property the real properties (other than the Leases and (iiEasements) good leasehold title to all Leased Real Property, listed on Section 4.11(a)(i) of the Company Disclosure Schedule or otherwise reflected in each casethe Financial Statements, free and clear of all Liens Encumbrances other than Permitted Encumbrances, (ii) a valid, binding and enforceable leasehold interest in each of the leased properties used by the Company in the conduct of the business as conducted by the Company as of the date hereof (the “Leases”), free and clear of all Encumbrances other than Permitted Encumbrances, and all such Leases are listed on Section 4.11(a)(ii) of the Company Disclosure Schedule, (iii) a valid, binding and enforceable interest in each of the surface site properties used by the Company in the conduct of the business as conducted by the Company as of the date hereof pursuant to the agreements listed on Section 4.11(a)(iii) of the Company Disclosure Schedule (the “Surface Site Grants”) free and clear of all Encumbrances other than Permitted Encumbrances and (iv) good title to the material owned personal property, structures, buildings, fixtures, equipment, pipelines, and gathering and processing systems that are reflected in the Financial Statements or otherwise comprising a part of the Company Systems, free and clear of all Encumbrances other than Permitted Encumbrances. (b) The Company has such title, rights or interest in or to all Easements as are necessary for (i) the Company to operate the Company Systems substantially as operated on the date hereof, except Permitted Liensfor imperfections (including immaterial defects and irregularities) as would reasonably be anticipated to exist, based on industry practices, in a pipeline system of the size, age, location and other characteristics of the Company Systems and (ii) the completion of the construction of the Union Pipeline. No parcel True and correct copies of Owned all such Easements have been made available to Buyer. Other than gaps listed on Section 4.11(b) of the Company Disclosure Schedule, there are no gaps in the Easements held by the Company for the Company Systems or the Union Pipeline. The Company has not received any written notice of any claim asserting the existence of a Title Defect in connection with any Easement held by the Company. (c) There exist no material defaults under any Real Property or Leased Real Property Instrument to which the Company is subject a party with respect to any governmental decree real property (including any Easements and Surface Site Grants) held or order to be sold or is being condemned, expropriated or otherwise taken owned by any public authority with or without payment of compensation therefor, northe Company or, to the knowledge Knowledge of the Company, has any other Person that is a party to such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effectInstruments, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, has occurred that with notice or lapse of time or both, both would constitute a default thereunder under any such Real Property Instrument by the Company or, to the Knowledge of the Company, any other Person who is a party to such Real Property Instrument, in each case that would materially interfere with, or materially increase the cost of, the construction and/or operation of its Subsidiaries or 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. Assuming Company Systems as of the date hereof. (d) The real properties owned by the Company (all consents, approvals and authorizations listed of which are set forth in Section 4.5 4.11(a)(i) of the Company Disclosure Letter relating Schedule), the Leases (all of which are set forth in Section 4.11(a)(ii) of the Company Disclosure Schedule) and the Easements and Surface Site Grants held by the Company constitute all of the real property used for the conduct of the business, in all material respects, of the Company Systems as conducted by the Company on the date hereof. The personal properties owned by the Company to any Leased Real Property have been obtainedconduct the operations of the Company Systems constitute all of the personal property used for the conduct of the business, in all leases material respects, of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeCompany as conducted by it on the date hereof or the operation of the Company Systems as operated by the Company as of the date hereof. (ce) There are no contractual assessments against the Easements or legal restrictions that preclude or materially restrict Surface Site Grants held by the ability to use any Owned Real Property orCompany for public improvements and there is no pending and, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge Knowledge of the Company, there are is no material latent defects or material adverse physical conditions affecting threatened, condemnation of any real property by any Government Entity that would materially interfere with the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements conduct of the business of the Company and its Subsidiaries as currently conductedconducted or the operation of the Company Systems as operated by the Company as of the date hereof. (df) Each The Company Systems (and the personal property, structures, buildings, fixtures, equipment, pipelines, and gathering and processing systems that are part of the Company Systems) have been maintained, to the Knowledge of the Company, consistent with industry standards and its Subsidiaries has complied with the terms of all leases to which it is a partyare in good working order and condition (ordinary wear and tear excepted), and all such leases are in full force and effectsufficient, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each operation of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in Systems as operated by the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is Company as of the subject of Section 4.19date hereof.

Properties. (ai) The Company Section 5.03(s)(i) of Cornerstone’s Disclosure Schedule contains a complete and correct list of all real property or one premises owned or operated by Cornerstone as of the date hereof. Other than as disclosed in Section 5.03(s)(i) of Cornerstone’s Disclosure Schedule, none of Cornerstone or any of its Subsidiaries has good owns, and valid no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part. (ii) Section 5.03(s)(ii) of Cornerstone’s Disclosure Schedule contains a complete and correct list of all real property or premises leased or subleased in whole or in part by Cornerstone or any of its Subsidiaries, and together with a list of applicable leases or subleases and the case name of leased property and leased tangible assets, a valid leasehold interest inthe lessor or sublessor. (iii) To Cornerstone’s Knowledge, all real and personal property owned by Cornerstone or any of its assets constituting personal property Subsidiaries or presently used by any of them in their respective business is in a good condition (excludingordinary wear and tear excepted) and is sufficient to carry on their respective business in the ordinary course of business consistent with their past practices. Cornerstone has good, for purposes of this sentence, assets held under leases)marketable and indefeasible title, free and clear of all Liens Liens, to all of the material properties and assets, real and personal, reflected on the consolidated balance sheet of Cornerstone as of December 31, 2024, or acquired after such date, other than properties sold by Cornerstone or any of its Subsidiaries in the ordinary course of business, except (iA) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of payable for which is being contested in good faith by appropriate proceedingsadequate reserves have been established, (iiB) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (C) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent, or (D) as reflected on the consolidated balance sheet of Cornerstone as of December 31, 2024. (iv) All real and personal property which is material to Cornerstone’s business on a consolidated basis and leased or licensed by Cornerstone or any of its Subsidiaries is held pursuant to leases or licenses which are valid obligations of Cornerstone or any of its Subsidiaries and, to Cornerstone’s Knowledge, are valid and binding obligations of the Company other parties thereto, enforceable against Cornerstone or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenantsCornerstone, and to Cornerstone’s Knowledge, the other similar rights or restrictions that were not incurred parties thereto, in connection accordance with their terms, subject to the borrowing of money or the obtaining of advances or credit Bankruptcy and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and Equity Exception. (v) Except as set forth in Section 5.03(s)(v) of Cornerstone’s Disclosure Schedule, such leases will not terminate or lapse prior to the Effective Time and Cornerstone and each of its Subsidiaries has the right to use and occupy such leased real property for the full term, and in accordance with the conditions of the lease relating thereto. Neither Cornerstone nor any of its Subsidiaries has received any written notice of termination, cancellation, breach or default under any such matters real property lease and, to the Knowledge of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation Cornerstone as of the assets to which they relate date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in the business a violation or breach of any of the Company provisions of any real property lease, (B) give any Person the right to declare a default or exercise any remedy under any real property lease, (C) give any Person the right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify any real property lease. To Cornerstone’s Knowledge, Cornerstone and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of are in compliance with all applicable health and safety related requirements for the Company Disclosure Letter sets forth a true and complete list of all real property owned by any of them, including those requirements under the Company Americans with Disabilities Act of 1990, as amended. None of the owned or leased premises or properties described in paragraph (i) or (ii) above have been condemned or otherwise taken by any Governmental Entity and no condemnation or taking is threatened or contemplated and none thereof is subject to any claim, contract or law which might adversely affect its use or value for the purposes now made of it. (vi) Except as set forth in Section 5.03(s)(vi) of Cornerstone’s Disclosure Schedule, (A) neither Cornerstone nor any of its Subsidiaries has granted any options or rights of first refusal to purchase any real property owned by Cornerstone or any of its Subsidiaries (“Owned Real Property”or any portion thereof or interest therein), (B) and all neither Cornerstone nor any of its Subsidiaries has leased, subleased, licensed or granted occupancy rights in any portion or any real property leased for owned by Cornerstone or any of its Subsidiaries, (C) to Cornerstone’s Knowledge, no other Person has any rights to the benefit use, occupancy or enjoyment of any real property owned by Cornerstone or any of its Subsidiaries pursuant to any lease, sublease, license, occupancy or other agreement. (vii) Except as set forth in Section 5.03(s)(vii) of Cornerstone’s Disclosure Schedule, the Company real property owned by Cornerstone or any of its Subsidiaries (“Leased Real Property”). Each A) is occupied under a valid certificate of occupancy or similar permit, (B) the Company Transaction will not require the issuance of any new or amended certificate of occupancy and, (C) to Cornerstone’s Knowledge, there are no facts that would prevent any such property from being occupied and used by Plumas Bank after the Closing in the same manner as occupied by Cornerstone immediately prior to the Closing. (viii) To Cornerstone’s Knowledge, (x) all improvements on the real property owned by Cornerstone or any of its Subsidiaries has (i) good are wholly within the lot limits of such real property and marketable title in fee simple to all Owned Real Property do not encroach on any adjoining premises or easement or similar property right benefiting such real property, and (iiy) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property there are no encroachments on any real property owned by Cornerstone or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse easement of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, right or benefit appurtenant thereto by any improvements located on any adjoining property which is detract from the subject of Section 4.19use therefrom.

Properties. (a) The Except to the extent not material to the Company, the Company Subsidiaries and the Nonprofit Organizations taken as a whole and as could not reasonably be expected to prevent, materially impair or one of its Subsidiaries has good and valid title to, or in materially delay the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business consummation of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property transactions contemplated by this Agreement, in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do noteach case, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”).: (ba) Section 4.18(b4.16(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete list of all real property owned by the Company, the Company or any of its Subsidiaries and the Nonprofit Organizations (collectively, the “Owned Real Property”) and for each parcel of Real Property, contains a correct street address, if available and if not available, a general description, of such Real Property. Copies of all title reports or policies, legal descriptions, deeds, land patents, grants, surveys, geotechnical and other engineering reports and studies, environmental reports, property leased for tax bills and notices of assessment, Encumbrances and other current or historical documents describing or relating to the benefit Real Property have previously been made available to Acquiror. Without limiting the foregoing, “Real Property” consists of approximately 54,500 to 57,000 acres of land that is currently owned by the Company, of which approximately 46,430 acres formerly constituted a portion of the real property owned by the community land grant corporation known as the “Town of Atrisco, New Mexico”, which was the successor to the Spanish community land grant commonly known as the “Atrisco Land Grant”. (b) Except as set forth on Section 4.16 of the Company Disclosure Schedule, none of the Company, the Company Subsidiaries nor the Nonprofit Organization lease, sublease, or license any real property from any Person. Section 4.16(b) of its Subsidiaries the Company Disclosure Schedule sets forth the addresses, if available, or if not available, a general description, of each parcel of the Real Property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) to or by any Person other than the Company, a Company Subsidiary or a Nonprofit Organization (collectively, including the improvements thereon, the “Leased Real Property”), and a true, correct and complete list of all agreements (including the date and the name of the parties to such agreements and a complete description of the terms of any unwritten leases) pertaining to the Leased Real Property (each a “Real Property Lease”). Each True and complete copies of each of the Real Property Leases that has not been terminated or expired as of the date hereof and any terminated or expired Real Property Leases under which the Company, a Company Subsidiary or a Nonprofit Organization may have any potential liability obligation have been made available to Acquiror. (c) Except as set forth on Section 4.16 of the Company and its Disclosure Schedule, each of the Company, the Company Subsidiaries or the Nonprofit Organizations, as applicable, has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens Encumbrances, except Permitted Liens. No parcel Encumbrances. (d) Except for the Leased Real Property, none of Owned Real Property or Leased the Real Property is subject to any governmental decree lease, sublease, license or order other agreement granting to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, other Person any right to the knowledge use, occupancy or enjoyment of such Real Property or any part thereof. (e) Except as set forth on Section 4.16 of the CompanyCompany Disclosure Schedule, has any such condemnation, expropriation or taking been proposed. All leases of Leased each Real Property and all amendments and modifications thereto are Lease is in full force and effecteffect and is valid and enforceable in accordance with its terms, and there exists is no default under any such lease Real Property Lease either by the Company, any of its the Company Subsidiaries or any other the Nonprofit Organizations party thereto, nor any event whichas applicable, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company, the Company Subsidiaries or the Nonprofit Organizations thereunder. (f) Except as set forth on Section 4.16 of the Company Disclosure Schedule, there does not exist any pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceedings that affect any Real Property, and neither the Company nor the Company Subsidiaries or Nonprofit Organizations have received any written notice of the intention of any Governmental Authority or other Person to take or use any Real Property. (g) The improvements constructed on the Real Property (including the Leased Real Property) are (i) insured by commercial property insurance for replacement costs, subject to self retained limits, and by commercial general liability insurance to the extent and in a manner customary in the industry for commercial general liability coverage, subject to self retained limits; and (ii) in good operating condition and repair, subject to ordinary wear and tear. (h) The improvements constructed on the Real Property by (including the Company or any of its Subsidiaries Leased Real Property) are supplied with all utilities, including water, sewage disposal, electricity, gas, telephone and other services necessary for the current or contemplated use operation of such real property. To improvements as currently operated, and, to the knowledge of the Company, there are is no material latent defects condition which would reasonably be expected to result in the termination of the present access from any improvements to such utility services. (i) Except for the two oil and gas leases identified in Section 4.11(xv) of the Company Disclosure Schedule, the Company is not currently engaged in, and has not granted any Person any permits, interest, license, lease or material adverse physical conditions affecting other rights with respect to, oil, natural gas or other mineral rights anywhere on the Owned Real Property and neither the Company nor any other Person is engaged in any drilling or Leased other exploration activities with respect thereto. (j) Except as disclosed in Section 4.16 of the Company Disclosure Schedule, the Company has no knowledge that there are any sites of historical or archeological importance on the Real Property. (k) Each of the Company, the Company Subsidiaries and the Nonprofit Organizations owns or leases all tangible assets necessary or sufficient for the conduct of its business as presently conducted, which tangible assets are reflected in the Balance Sheet (other than those disposed of in the Ordinary Course of Business consistent with past practices). All plants, warehouses, distribution centers, structures The tangible assets are in good and other buildings on the Owned Real Property or Leased Real Property are adequately maintained serviceable condition and repair in all material respects (subject to normal wear and tear) and are in good operating condition and repair generally suitable for the requirements of the business purposes for which they presently are used. (l) Except as disclosed in Section 4.16 of the Company and its Subsidiaries as currently conducted. (d) Each of Disclosure Schedule, the Company and its Subsidiaries has complied no knowledge that any improvement district or other similar entity with taxing or assessment powers is planned that would include the terms of all leases to which it is a partyReal Property, and all such leases there are in full force and effect, no assessment liens against the Real Property except for any such noncompliance or failure to as may be in full force and effect that, individually or disclosed in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Title Report.

Properties. (a) The Company As of the date of this Agreement, Schedule 3.07 sets forth the address of each parcel of real property that is owned by any Loan Party and each material parcel of real property that is leased by any Loan Party (collectively, the “Real Property”). To the knowledge of the Loan Parties, (i) each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, (ii) each Loan Party has paid all of its material monetary obligations (to the extent arising after the Petition Date) with respect to each of its leases and subleases, and (iii) there are no other material defaults with respect to obligations arising after the Petition Date with respect to any of such leases or one subleases, subject to any applicable cure periods, other than defaults arising solely as a result of, or as otherwise related to, the commencement of the Chapter 11 Cases and others disclosed to the Administrative Agent on or prior to the Petition Date, provided that the representation set forth in this sentence shall not apply to where such representation would not be true solely as a result of the commencement of the Chapter 11 Cases. Each of the Loan Parties and each of its Subsidiaries has good and valid indefeasible title to, or in the case of leased property and leased tangible assets, a valid leasehold interest interests in, all of its assets constituting material real and personal property (excluding, for purposes of this sentence, assets held under leases)property, free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith those permitted by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)Section 6.02. (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true Each Loan Party and each Subsidiary owns, or is licensed to use, all material trademarks, tradenames, copyrights, patents and other Intellectual Property necessary to its business as currently conducted. A correct and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real such Trademarks, Copyrights, Patents, Licenses and other Intellectual Property”) and all property leased for the benefit , as of the Company or any date of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Propertythis Agreement, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real propertyset forth on Schedule 3.07. To the knowledge of the CompanyLoan Parties or any Subsidiary, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plantsuse of such Trademarks, warehousesCopyrights, distribution centersPatents, structures Licenses and other buildings on Intellectual Property by each Loan Party and each Subsidiary does not infringe in any material respect upon the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements rights of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a partyany other Person, and all such leases each Loan Party’s and each Subsidiary’s rights thereto are in full force and effect, not subject to any licensing agreement or similar arrangement except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19as set forth on Schedule 3.07.

Properties. (a) The Company or one of its Subsidiaries subsidiaries (a) has good title to all the properties and valid title toassets reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or one of its subsidiaries or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except for (i) properties sold or otherwise disposed of since the date thereof in the ordinary course of business or (ii) properties the loss of which would not, individually or in the case of leased property and leased tangible assetsaggregate, have a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leasesMaterial Adverse Effect on the Company), free and clear of all Liens other than claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (ii)(A) statutory ad valorem and real estate and other Liens liens for current taxes and assessments not yet past due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, proceedings by the Company and its subsidiaries and for which appropriate reserves have been established in accordance with GAAP; (iiB) mechanics’, workmenmechanic’s, repairmenmaterialman’s, landlordcarrier’s, warehousemen’s, carriers’ or repairer’s and other similar Liens arising or incurred in the ordinary course of business, provided that the obligations secured by such liens are not yet due and payable or are being contested in good faith for which appropriate reserves have been established; and (C) Liens incurred in the ordinary course of business of which are not material to the Company or its businesses or assets (collectively, “Permitted Liens”), (ii) such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature imperfections or irregularities of zoning restrictionstitle, claims, liens, charges, security interests, easements, rights of way, encroachments, restrictive covenants, covenants and other similar rights restrictions or restrictions that were encumbrances as do not incurred in connection with materially affect the borrowing use of money the properties or the obtaining of advances assets subject thereto or credit and that do not, individually affected thereby or in the aggregate, otherwise impair present business operations at such propertiesproperties and (iii) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company, and (ivb) existing Liens disclosed is the lessee of all leasehold estates reflected in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) latest audited financial statements included in the Company SEC Documents; and Reports or acquired after the date thereof that are material to its business on a consolidated basis (v) any such matters except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use ordinary course of business consistent with past practice) and operation is in possession of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order properties purported to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effectleased thereunder, and there exists no default under any each such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a is valid without default thereunder by the Company, any of its Subsidiaries lessee or 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. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Timelessor. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of Rook, together with its Subsidiaries has Subsidiaries, have in all material respects good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its the real properties and tangible assets constituting personal property (excludingi) reflected or disclosed in Rook’s Annual Report filed on Form 10-K for the fiscal year ended December 31, for purposes 2016 or (ii) acquired after December 31, 2016 (other than assets disposed of this sentencesince December 31, assets held under leases2016 in the Ordinary Course of business), free and clear of all Liens other than (iu) statutory ad valorem and real estate and other Liens for current taxes Taxes and assessments that are not yet past due or the amount or validity of which is for Taxes that are being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves have been established in accordance with GAAP, (iiv) Liens securing Indebtedness reflected on the most recent consolidated balance sheet of Rook included in Rook SEC Documents filed with the SEC prior to the date of this Agreement or incurred by Rook or any of its Subsidiaries in the Ordinary Course of business since the date of such consolidated balance sheet, (w) Liens imposed or promulgated by Laws with respect to real property and improvements, including zoning regulations, which are not violated by the current use or occupancy of such real property, (x) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, ’s and carriers’ or similar Liens arising in the ordinary course Ordinary Course of business of the Company Rook or such Subsidiary consistent with past practice any of its Subsidiaries for amounts that are not due or payable, (iiiy) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, Liens and other similar rights imperfections of title or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and record that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and Rook or its Subsidiaries as currently conducted and (z) Liens set forth on Section 3.19(a) of the Rook Disclosure Letter (“Rook Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company Rook and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Rook Material Adverse Effect. Each of the Company Rook and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Rook Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (ai) Section 3.2(p) of the Parent Disclosure Letter sets forth a correct list of all real property owned or leased (as lessee) by Parent or a Parent Subsidiary (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as an “Parent Property” and collectively referred to herein as the “Parent Properties”). (ii) The Company Parent or one Parent Subsidiary owns fee simple title or leasehold title (as applicable) to each of its Subsidiaries has good and valid title tothe Parent Properties, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)each case, free and clear of all Liens other than Liens, or Encumbrances, except for the following: (iA) Encumbrances set forth Section 3.2(p) of the Parent Disclosure Letter or relating to debt obligations reflected in the Company’s financial statements and the notes thereto (including with respect to debt obligations which are not consolidated), (B) Encumbrances that result from any statutory ad valorem and real estate and or other Liens for current taxes and Taxes or assessments that are not yet past due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (C) any Material Contracts (only to the extent that the same encumbers or affects title to real property), or leases to third parties for the occupation of portions of the Parent Properties by such third parties in the ordinary course of the business of Parent or any Parent Subsidiary, (iiD) Encumbrances imposed or promulgated by Law or any Governmental Entity, including zoning regulations, (E) Encumbrances disclosed on existing title policies made available to the Purchaser Parties prior to the date hereof, (F) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or ’s and materialmen’s liens and other similar Liens arising liens imposed by Law and incurred in the ordinary course of business business, and (G) any other Encumbrances, limitations or title defects of any kind, if any, that, individually or in the Company or such Subsidiary consistent with past practice aggregate, would not constitute a Parent Material Adverse Effect. (iii) encumbrances Parent has made available to Purchaser all title insurance policies with respect to the Parent Properties that are set forth on real property Section 3.2(p) of the Parent Disclosure Letter. To Parent’s Knowledge, no material claim has been made under any such title insurance policy and each such title insurance policy is in full force and effect as of the nature date hereof. (iv) No certificate, permit or license from any Governmental Entity having jurisdiction over any of zoning restrictionsthe Parent Properties or any agreement, easementseasement or other right 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 parking areas, rights driveways, roads and other means of way, encroachments, restrictive covenantsegress and ingress to and from any of the Parent Properties has not been obtained and is not in full force and effect, and other similar rights neither Parent nor any Parent Subsidiary has received written notice of any threat of modification or restrictions that were not incurred cancellation of any such certificate, permit or license, except for such notices, failures to obtain and to have in connection with the borrowing of money or the obtaining of advances or credit full force and that do effect, which would not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and constitute a Parent Material Adverse Effect and (v) Neither Parent nor any such matters Parent Subsidiary has received any written notice to the effect that (A) any condemnation or rezoning proceedings are pending or threatened with respect to any of recordthe Parent Properties, Liens or (B) any zoning regulation or ordinance (including with respect to parking), board of fire underwriters rules, building, fire, health or other Law, code, ordinance, Order or regulation has been violated for any Parent Property, which in the case of clauses (A) and other imperfections of title that do not(B) would, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)constitute a Parent Material Adverse Effect. (bvi) Section 4.18(b3.2(p) of the Company Parent Disclosure Letter sets forth a true and complete list lists as of all real property owned by the Company date hereof each ground lease to which Parent or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company Parent Subsidiary is party, as lessee or any of its Subsidiaries (“Leased Real Property”)lessor. Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property such ground lease is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effecteffect and is valid, binding and there exists no default under any such lease by enforceable in accordance with its terms against the Companylessor or lessee thereunder, any as applicable, and, to the Knowledge of its Subsidiaries or any Parent, against the other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party parties thereto, except asas would not constitute, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries Except as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thatwould not constitute, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary, on the one hand, nor, to the Knowledge of Parent, any other party, on the other hand, is in default under any such ground lease which default is reasonably likely to result in a termination of such ground lease. Each No purchase option has been exercised under any of such ground lease, except purchase options whose exercise has been evidenced by a written document as described in Section 3.2(p) of the Company Parent Disclosure Letter. Parent has made available to Purchaser a correct and its Subsidiaries enjoys peaceful complete copy of each such ground lease and undisturbed possession under all such leasesmaterial amendments thereto. (vii) Neither Parent nor any Parent Subsidiary is a party to any agreement relating to the management of any of the Parent Properties by a party other than Parent or any wholly-owned Parent Subsidiaries, except for any such failure to do so that, individually or in as disclosed Section 3.2(p) of the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Parent Disclosure Letter.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b4.15(a) of the Company Disclosure Letter sets forth contains a true and complete list of all real property owned by the Company or any Company Subsidiary (other than immaterial real property that is not currently used (or currently identified for future use) in connection with the operation of its Subsidiaries a grocery store, drug store and/or distribution center) (each, an “Owned Real Property,” and collectively, the “Owned Real Properties”). (b) Section 4.15(b) of the Company Disclosure Letter contains a true and complete list of all real property leased for the benefit of or subleased (whether as tenant or subtenant) by the Company or any Company Subsidiary (other than immaterial real property that is not currently used (or currently identified for future use) in connection with the operation of its Subsidiaries a grocery store, drug store and/or distribution center) (each, including the improvements thereon, a “Leased Real Property,” and collectively, the “Leased Real Properties”). Each With respect to the Leased Real Properties and the Real Property Leases (as defined below), there are no non-disturbance agreements and declarations of covenants, restrictions, reciprocal and/or operating easements, development agreements, or agreements with municipal authorities with respect to zoning or planning, including amendments relating thereto, that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Substantially accurate (to the Company’s Knowledge) summaries prepared in the ordinary course of business of the principal economic terms of each of the leases pursuant to which the Company leases (as a lessee) real property for the operation of a grocery or drug store, distribution center, or other material operation center, as such leases have been amended to date (each lease, including all amendments thereto, a “Real Property Lease”) have been made available to Parent. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of the Company and its Subsidiaries has (i) good and marketable title in fee simple title to all Owned Real Property Properties and (ii) good valid leasehold title to estates in all Leased Real Property, in each case, Properties free and clear of all Liens except Permitted LiensEncumbrances. No parcel of Owned Real Property The Company or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge one of the Company, Company Subsidiaries has any such condemnation, expropriation or taking been proposed. All leases exclusive use and possession of each Leased Real Property and Owned Real Property, other than any use or occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business (each agreement, including all amendments thereto, a “Third Party Use and modifications thereto are Occupancy Agreement”), none of which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Real Property Lease and each Third Party Use and Occupancy Agreement is in full force and effecteffect and is valid and enforceable in accordance with its terms, and there exists is no material default under any such lease Real Property Lease or any Third Party Use and Occupancy Agreement either by the Company or the Company Subsidiaries party thereto or, to the Company’s Knowledge, any of its Subsidiaries or by any other party thereto, nor any and no event whichhas occurred that, with notice or the lapse of time or the giving of notice or both, would constitute a default thereunder by the Company, any of its Company or the Company Subsidiaries or any other party thereto, except asthereunder. (e) Except as would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There there are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property pending or, to the knowledge of the Company’s Knowledge, Leased Real Property by the Company threatened condemnation or eminent domain proceedings that affect any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and neither the Company nor the Company Subsidiaries have received any written notice of the intention of any Governmental Authority or other buildings on the Person to take any Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedProperty. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has Subsidiaries, as the case may be, (i) holds good and valid fee simple title to, or to all of the properties and assets reflected in the case of leased property and leased tangible assets, a valid leasehold interest in, all Company Current Balance Sheet as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (collectively, with respect to real property, the “Company Owned Real Property”) (except for assets constituting personal property (excluding, for purposes other than Company Owned Real Property) sold or otherwise disposed of this sentence, assets held under leasessince the date thereof in the ordinary course of business), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens Liens, except for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedingsPermitted Liens, (ii) mechanics’holds the Company Owned Real Property, workmen’sand each portion thereof or interest therein, repairmen’sfree of any outstanding options or rights of first refusal or any offers to sell, landlord’spurchase or lease or any Occupancy Agreements, warehousemen’sexcept as set forth on Section 3.8 of the Company Disclosure Letter, carriers’ or similar Liens arising (iii) except as set forth on Section 3.8 of the Company Disclosure Letter, is the lessee of all leasehold estates reflected in the ordinary course Company Current Balance Sheet or acquired after the date thereof (except for leases that have expired by their terms since the date thereof), each of business which, by address and store number, is set forth on Section 3.8 of the Company Disclosure Letter (collectively, with respect to real property, the “Company Leased Real Property”) (including those stores that have been approved for closing as noted therein) and (w) with respect to each Company Ground Leased Property, holds good and valid leasehold interest therein, free and clear of all Liens (except for Permitted Liens) and Occupancy Agreements, (x) is in possession of the properties purported to be leased thereunder and none of such properties is affected by any Occupancy Agreements, and each such lease is valid and in full force and effect, constitutes a valid and binding obligation of the Company or the applicable Subsidiary of the Company, and to the Company’s knowledge, each other party thereto, enforceable against the Company or the applicable Subsidiary of the Company and, to the Company’s knowledge, each other party thereto, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies, (y) except as set forth on Section 3.8 of the Company Disclosure Letter, the Company has not received any written notice of termination or cancellation of or of a breach or default under any such lease, and (z) except as set forth on Section 3.8 of the Company Disclosure Letter, neither the Company nor the applicable Subsidiary consistent of the Company, nor, to the Company’s knowledge, any other party thereto, is or is alleged to be in material violation thereof or in material default in respect thereof, nor has there occurred any event or condition which (with past practice or without notice or lapse of time or both) would constitute a material violation thereof or a material default thereunder. The Company has provided Parent with (or made available to Parent on the Company’s Virtual Premises data site prior to the date hereof) true, complete and correct copies of each of the leases for the Company Leased Real Property, including all amendments and supplements thereto and all material notices delivered or received by the Company or its Subsidiaries in connection therewith. For purposes of the preceding sentence, each notice delivered or received by the Company or a Subsidiary thereof in connection with a lease of the Company Leased Real Property shall be deemed a material notice unless such notice (i) does not affect the substantive rights and/or obligations of the parties to the related lease, (ii) has been superseded by a subsequent amendment, supplement or notice made available to Parent on the Company’s Virtual Premises data site prior to the date hereof, (iii) encumbrances on real property is no longer in effect by being either withdrawn or abandoned, or through the nature passage of zoning restrictionstime, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions relates to a default under the related lease that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such propertieshas been cured, (iv) existing Liens discloses a matter of public record otherwise disclosed in the Company’s consolidated balance sheet as at December 31Company Disclosure Letter, 2010 or (or the notes theretov) included is related to a matter otherwise disclosed in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation Disclosure Letter. Except as set forth on Section 3.8 of the assets Company Disclosure Letter, none of the leases of the Company Leased Real Property is guaranteed by any third party, none of the rights of the Company or any of its Subsidiaries under any leases for Company Leased Real Property will be subject to which they relate termination or modification as the result of the consummation of the transactions contemplated by this Agreement and the Company Transaction Documents, and upon consummation of the Merger, the Surviving Corporation will have succeeded to all of the rights, title and interest of the Company or its Subsidiaries either directly or indirectly by ownership of the Company’s Subsidiaries under each of such leases. Section 3.8 of the Company Disclosure Letter sets forth a true, correct and complete list of the Company Owned Real Property and a true, correct and complete list of the most recent title insurance policies or reports relating to the Company Owned Real Property and the Company Ground Leased Property. The Company Leased Real Property and Company Owned Real Property comprise all of the real property owned or leased by the Company and/or its Subsidiaries and used in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real operated. All material personal property shown to be owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries on the Company Current Balance Sheet have been maintained in accordance with the Company’s and its Subsidiaries’ normal practices and are in usable condition for the operation of the Company’s and its Subsidiaries’ businesses, ordinary wear and tear excepted. To the Company’s knowledge, there are no tax abatements or exemptions specifically affecting any Company Owned Real Property or any Company Ground Leased Property and neither the Company nor any of its Subsidiaries has received any written notice of any proposed increase in the assessed valuation of any Company Owned Real Property or Company Ground Leased Property or of any proposed public improvement assessments. The Company has provided Parent with (ior made available to Parent on the Company’s Virtual Premises data site prior to the date hereof) good true, complete and marketable title in fee simple to all correct copies of the most recent tax bills for each Company Owned Real Property and (ii) good leasehold title to all each Company Ground Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Company Owned Real Property or Company Ground Leased Real Property is subject to any governmental decree or order to be sold or comprised of a tax lot that also encompasses property that is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any not such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or Company Ground Leased Property. There is no pending, or, to the knowledge of the Company’s knowledge, Leased Real Property by the Company or any of its Subsidiaries for the current threatened or contemplated use of such real property. To the knowledge of the Companycondemnation, there are no material latent defects eminent domain or material adverse physical conditions similar Proceeding affecting the any Company Owned Real Property or any portion thereof or any Company Ground Leased Property or any portion thereof. To the Company’s knowledge, there exists no fact or condition that is reasonably likely to result in the termination of the existing access to any Company Owned Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Company Leased Real Property or Company Ground Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedProperty. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Neither the Company or one nor any of its Subsidiaries has good owns any real property. All Lease Documents are in full force and effect, are valid title toand effective in accordance with their respective terms, and there is not, under any of the Lease Documents, any existing breach, default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or its Subsidiaries or, to the knowledge of the Company, and third Person under any of the Lease Documents, in each case subject to the case Enforceability Exceptions. Except as set forth in Section 4.10 of leased property and leased tangible assetsthe Disclosure Schedule, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and no parties other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of than the Company or such Subsidiary consistent with past practice (iii) encumbrances on any of its Subsidiaries have a right to occupy any real property in the nature of zoning restrictionscurrently leased, easements, rights of way, encroachments, restrictive covenants, and other similar rights licensed or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in subleased by the Company SEC Documents; and (v) or any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned or otherwise used or occupied by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“"Leased Real Property”"). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and , (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or the Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries used only for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements operation of the business of the Company and its Subsidiaries as currently conducted. Subsidiaries, (diii) Each the Leased Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, adequate for the uses to which they are being put and are in good condition and repair and regularly maintained in accordance with standard industry practice, (iv) the Leased Real Property is in compliance, in all material respects, with applicable Laws, and (v) neither the Company nor any of its Subsidiaries has complied with the terms of all leases will be required to which it is a party, and all such leases are in full force and effect, except incur any material cost or expense for any such noncompliance restoration or failure to be in full force and effect thatsurrender obligations, individually or in any other material costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 "Accounting for Asset Retirement Obligations," upon the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each expiration or earlier termination of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Lease Documents.

Properties. (a) The Company or one of its Subsidiaries has Sellers and Sold Companies, as applicable, have good and valid marketable title to, or in the case of leased personal property and leased tangible assets, a have valid leasehold interest interests in, all of its assets constituting personal property (excludingwhether tangible or intangible), including Equipment, Inventory and Receivables, used in the Business and reflected on the Reference Balance Sheet or acquired after the Reference Balance Sheet Date (the “Personal Property”), except for purposes properties and assets sold since the Reference Balance Sheet Date in the ordinary course of business consistent with past practices and, since the date of this sentenceAgreement, assets held under leases)permitted pursuant to the terms hereof. None of such Personal Property is subject to any Liens, free and clear of all Liens other than Permitted Liens. As used herein, “Permitted Liens” means: (i) statutory ad valorem Liens for Taxes that are not yet due; (ii) Liens imposed by law, such as carriers’, warehousemen’s and real estate mechanics’ liens and other similar liens arising in the ordinary course of business; (iii) Liens arising out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (iv) Liens securing the performance of bids, tenders, contracts (other than for current taxes the repayment of borrowed money), statutory obligations and assessments surety bonds; (v) Liens in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property which do not yet past due materially detract from its value or impair its use; (vi) Liens arising by contract or by operation of law in favor of the amount owner or validity sublessor of leased premises and confined to the property rented; (vii) to the extent set forth on Schedule 3.08, Liens arising from any litigation or proceeding which is being contested in good faith by appropriate proceedings, (ii) mechanics’provided, workmen’showever, repairmen’s, landlord’s, warehousemen’s, carriers’ that no execution or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documentslevy has been made; and (vviii) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings disclosed on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedReference Balance Sheet. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its and the Company Subsidiaries has have good and valid title to, or in the case of leased property and leased tangible assets, a assets have valid leasehold interest interests in, all property and assets (whether real, personal, tangible or intangible) that are necessary for the conduct of its their businesses as currently conducted, including all such property and assets constituting personal property (excludingreflected on the Balance Sheet or acquired after the Balance Sheet Date, except for purposes of this sentence, properties and assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or sold since the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising 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 have, individually or in the aggregate, a Material Adverse Effect. None of such property or assets is subject to any Lien, except: (i) Liens and other matters described in or by reference in Schedule 3.14; (ii) Liens disclosed on the Company Balance Sheet or such Subsidiary consistent with past practice in the notes thereto or securing liabilities reflected on the Balance Sheet or in the notes thereto; (iii) encumbrances Liens for taxes, assessments and similar charges that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made on real property in the nature of zoning restrictionsBalance Sheet; (iv) mechanic’s, easementsmaterialman’s, rights of waycarrier’s, encroachments, restrictive covenants, repairer’s and other similar rights Liens arising or restrictions that were not incurred in connection with the borrowing ordinary course of money business or that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made on the obtaining Balance Sheet; (v) in the case of advances leased or credit subleased properties and assets, Liens and other matters affecting the lessors’ or prior lessors’ interests in such properties and assets; or (vi) other Liens and matters that do not, individually or in the aggregate, impair present business operations at such propertiesmaterially adversely affect the current use or value (and, (iv) existing Liens disclosed in the Company’s consolidated balance sheet case of owned property or assets, the ownership) of such property or asset as at December 31, 2010 (or the notes thereto) included in currently used by the Company SEC Documents; and or any Company Subsidiary (vparagraphs (i)-(vi) any such matters of recordthis Section 3.14 are, Liens and other imperfections of title that do notcollectively, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true All material tangible real and complete list of all real personal property owned used by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any Subsidiaries in the conduct of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto their businesses are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in sufficiently good operating condition and repair for repair, considering age and service thereof and subject to ordinary wear and tear, to permit their continued use in connection with the requirements conduct of the business of the Company and its Subsidiaries such businesses as currently conducted. (dc) Each The Company has made available to Buyer a list of all real property used or held for use by the Company and its the Company Subsidiaries has complied with that the terms of all leases to which it is a partyCompany or any Company Subsidiary owns, leases, operates or subleases and all such leases title insurance policies and surveys with respect thereto held by the Company or any Company Subsidiary. There are in full force and effectno pending or, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each Knowledge of the Company Company, threatened material condemnation proceedings, lawsuits or administrative actions relating to any material real property or other casualty materially affecting and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesadversely impairing the current use, except for any such failure to do so that, individually occupancy or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19value thereof.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries (i) has complied with good and valid title (or such lesser interest that is the terms maximum permitted by applicable Law) to all of all leases to which it is a party, their respective properties and all such leases are in full force other assets (other than properties and effect, except for any such noncompliance or failure to be in full force and effect thatassets that are, individually or and in the aggregate, has inconsequential) free and clear of all Liens except (A) statutory liens securing payments not had yet due, (B) security interests, mortgages and pledges that secure indebtedness that is reflected in the most recent consolidated financial statements of the Company included in the Filed Company SEC Documents and (C) such other imperfections or irregularities of title or other Liens that would not reasonably be expected to have a Material Adverse Effectmaterially affect the use of the properties or assets subject thereto or otherwise impair in any material respect business operations as presently conducted, and (ii) is the lessee or sublessee of all of their respective leasehold estates and leasehold interests. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases in all material respects. (b) Since July 31, 2005, neither the Company nor any of its Subsidiaries owns or has owned any real property. (c) Section 3.15(c) of the Company Disclosure Schedule sets forth any Contract pursuant to which the Company leases, except for licenses or otherwise obtains the right to use any real property (the “Real Property Leases”). (d) The Company and its Subsidiaries enjoy in all material respects peaceful and undisturbed possession of the real property used by it under the Real Property Leases. Except as set forth in Section 3.15(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subleases any such failure real property to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19any third parties.

Properties. (ai) The Section 5.03(s)(i) of the Company’s Disclosure Schedule contains a complete and correct list of all real property or premises owned or operated by the Company as of the date hereof. Other than as disclosed in Section 5.03(s)(i) of the Company’s Disclosure Schedule, none of the Company or one any of its Subsidiaries has good owns, and valid no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part. (ii) Section 5.03(s)(ii) of the case Company’s Disclosure Schedule contains a complete and correct list of all real property or premises leased property or subleased in whole or in part by the Company or any of its Subsidiaries, and leased tangible assets, together with a valid leasehold interest inlist of applicable leases or subleases and the name of the lessor or sublessor. (iii) To the Company’s Knowledge, all real and personal property owned by the Company or any of its assets constituting personal property Subsidiaries or presently used by any of them in their respective business is in a good condition (excludingordinary wear and tear excepted) and is sufficient to carry on their respective business in the ordinary course of business consistent with their past practices. The Company has good, for purposes of this sentence, assets held under leases)marketable and indefeasible title, free and clear of all Liens Liens, to all of the material properties and assets, real and personal, reflected on the consolidated balance sheet of the Company as of March 31, 2021, or acquired after such date, other than properties sold by the Company or any of its Subsidiaries in the ordinary course of business, except (iA) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of payable for which is being contested in good faith by appropriate proceedingsadequate reserves have been established, (iiB) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (C) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent, (D) as reflected on the consolidated balance sheet of the Company as of March 31, 2021. (iv) All real and personal property which is material to the Company’s business on a consolidated basis and leased or licensed by the Company or any of its Subsidiaries is held pursuant to leases or licenses which are valid obligations of the Company or any of its Subsidiaries and, to the Company’s Knowledge, are valid and binding obligations of the other parties thereto, enforceable against the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in of the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenantsCompany, and to ​ ​ Company’s Knowledge, the other similar rights or restrictions that were not incurred parties thereto, in connection accordance with their terms, subject to the borrowing Bankruptcy and Equity Exception. (v) Except as set forth in Section 5.03(s)(v) of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31Disclosure Schedule, 2010 (such leases will not terminate or lapse prior to the notes thereto) included in Effective Time and the Company SEC Documents; and (v) each of its Subsidiaries has the right to use and occupy such leased real property for the full term, and in accordance with the conditions of the lease relating thereto. Neither the Company nor any of its Subsidiaries has received any written notice of termination, cancellation, breach or default under any such matters of recordreal property lease and, Liens and other imperfections of title that do not, individually or in to the aggregate, impair the continued ownership, use and operation Knowledge of the assets Company as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any real property lease, (B) give any Person the right to which they relate in declare a default or exercise any remedy under any real property lease, (C) give any Person the business right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify any real property lease. To the Company’s Knowledge, the Company and its Subsidiaries are in compliance with all applicable health and safety related requirements for the real property owned by any of them, including those requirements under the Americans with Disabilities Act of 1990, as currently conducted amended. None of the owned or leased premises or properties described in paragraph (“Permitted Liens”)i) or (ii) above have been condemned or otherwise taken by any Governmental Entity and no condemnation or taking is threatened or contemplated and none thereof is subject to any claim, contract or law which might adversely affect its use or value for the purposes now made of it. (bvi) Except as set forth in Section 4.18(b5.03(s)(vi) of the Company’s Disclosure Schedule, (A) neither the Company Disclosure Letter sets forth a true and complete list nor any of all its Subsidiaries has granted any options or rights of first refusal to purchase any real property owned by the Company or any of its Subsidiaries (“Owned Real Property”or any portion thereof or interest therein), (B) and all neither the Company nor any of its Subsidiaries has leased, subleased, licensed or granted occupancy rights in any portion or any real property leased for owned by the benefit Company or any of its Subsidiaries, (C) to the Company’s Knowledge, no other Person has any rights to the use, occupancy or enjoyment of any real property owned by the Company or any of its Subsidiaries pursuant to any lease, sublease, license, occupancy or other agreement. (vii) Except as set forth in Section 5.03(s)(vii) of the Company’s Disclosure Schedule, the real property owned by the Company or any of its Subsidiaries (“Leased Real Property”). Each A) is occupied under a valid certificate of occupancy or similar permit, (B) the Transaction will not require the issuance of any new or amended certificate of occupancy and, (C) to the Company’s Knowledge, there are no facts that would prevent any such property from being occupied and used by First Foundation Bank after the Closing in the same manner as occupied by the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, immediately prior to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeClosing. (cviii) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of To the Company’s Knowledge, Leased Real Property (x) all improvements on the real property owned by the Company or any of its Subsidiaries for are wholly within the current or contemplated use lot limits of such real property and do not encroach on any adjoining premises or easement or similar property right benefiting such real property. To the knowledge of the Company, and (y) there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings encroachments on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of any real property owned by the Company and or any of its Subsidiaries as currently conducted. (d) Each or any easement of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, right or ​ ​ benefit appurtenant thereto by any improvements located on any adjoining property which is detract from the subject of Section 4.19use therefrom.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b3.7(a)(i) of the Company Disclosure Letter sets forth a true and complete list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”) ), the date of acquisition, and the approximate square footages of the land and all property leased buildings situated thereon. Except for the benefit Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. Each of The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there exists no default is not, under any of such lease by the Companyleases, any existing default or event of its Subsidiaries default (or any other party thereto, nor any event which, which with notice or lapse of time time, or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (cdefault) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the current operation of its business. No parties other than the Company or contemplated use any of such real property. To its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the knowledge of Company Disclosure Letter pursuant to which third parties have the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased right to occupy Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned The Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as currently conducted. (d) Each asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has complied with the terms performed all of all leases its obligations under any material termination agreements pursuant to which it is a party, has terminated any leases of real property that are no longer in effect and all has no material continuing liability with respect to such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such terminated real property leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (ai) The Company or one of its the Company Subsidiaries has good and valid owns fee simple title to(or where indicated, or leasehold estate) to each of the real properties identified in SCHEDULE 3.1.8 to the case of leased property and leased tangible assetsCompany Disclosure Letter (the "Company Properties"), a valid leasehold interest inexcept as listed on SCHEDULE 3.1.8 to the Company Disclosure Letter, which are all of its assets constituting personal property the real estate properties owned by them, in each case (excluding, for purposes of this sentence, assets held under leases), except as provided below) free and clear of all Liens Liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, title ("Encumbrances"). The Company Properties are not subject to any rights of way, encroachmentswritten agreements, restrictive covenantslaws, ordinances and regulations affecting building use or occupancy (collectively, "Property Restrictions"), except for 8 14 (A) Encumbrances and Property Restrictions set forth in SCHEDULE 3.1.8 to the Company Disclosure Letter, (B) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, provided that they do not materially adversely affect the currently intended use of any Company Property, (C) Encumbrances 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 Acquiror and listed in the Company Disclosure Letter), and (D) mechanics', carriers', workmens', repairmens' and materialmens' liens and other similar rights or restrictions that were not incurred in connection with the borrowing Encumbrances, Property Restrictions and other limitations of money or the obtaining of advances or credit and that do notany kind, if any, which, individually or in the aggregate, impair are not substantial in amount, do not materially detract from the value of or materially interfere with the present business operations use of any of the Company Properties subject thereto or affected thereby, and do not otherwise have a Material Adverse Effect. Except as provided in SCHEDULE 3.1.8 to the Company Disclosure Letter, valid policies of title insurance have been issued insuring the Company's or the applicable Company Subsidiaries' fee simple title or leasehold estate to the Company Properties in amounts at least equal to the value of such propertiesCompany Properties at the time of the issuance of such policy, 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 material claim has been made against any such policy. Except as provided in SCHEDULE 3.1.8 to the Company Disclosure Letter, (ivA) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) has no Knowledge that any such matters material certificate, permit or license, from any Governmental Entity having jurisdiction over any of recordthe Company Properties or any agreement, Liens and easement or other imperfections of title that do not, individually or in right which is necessary to permit the aggregate, impair the continued ownership, lawful use and operation of the assets to which they relate in the business buildings and improvements on any of the Company Properties or which is necessary to permit the lawful access to and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) from any of the Company Disclosure Letter sets forth a true Properties has not been obtained and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are not in full force and effect, and there exists no default under or of any pending threat of modification or cancellation of any such lease by the Companycertificate, any of its Subsidiaries permit or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had license and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 (B) none of the Company or the Company Subsidiaries has received written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement materially affecting any portion of any of the Company Properties issued by any Governmental Entity. Except as provided in SCHEDULE 3.1.8 to the Company Disclosure Letter Letter, neither the Company nor any of the Company Subsidiaries has received any notice to the effect that (A) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Company 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 Company Properties or by the continued maintenance, operation or use of the parking areas. Except as provided in SCHEDULE 3.1.8 to the Company Disclosure Letter, all work to be performed, payments to be made and actions to be taken by the Company or the Company Subsidiaries prior to the date hereof pursuant to any agreement entered into with a Governmental Entity in connection with a site approval, zoning reclassification or other similar action relating to the Company Properties (e.g. local improvement district, road improvement district, environmental mitigation) has been performed, paid or taken, as the case may be, and the Company has no Knowledge of any Leased Real Property have been obtainedplanned or proposed work, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following payments or actions that may be required after the Effective Timedate hereof pursuant to such agreements. (cii) There are no contractual All properties currently under development or legal restrictions that preclude construction by the Company or materially restrict the ability to use any Owned Real Property orCompany Subsidiaries (the "Development Properties") and all properties currently proposed for acquisition, development or commencement of construction prior to the knowledge of Effective Time by the Company, Leased Real Property Company and the Company Subsidiaries (the "Future Development Properties") are listed as such on SCHEDULE 3.1.8 to the Company Disclosure Letter. All executory agreements entered into by the Company or any Company Subsidiary relating to the development or construction of its Subsidiaries multifamily residential or other real estate properties (other than agreements for architectural, engineering, planning, accounting, legal or other professional services, or construction agreements for material or labor) are listed on SCHEDULE 3.1.8 to the current or contemplated use Company Disclosure Letter. Copies of such real property. To the knowledge agreements, all of the Company, there which have previously been delivered or made available to Acquiror are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings listed on the Owned Real Property or Leased Real Property are adequately maintained in all material respects Company Disclosure Letter and are in good operating condition true and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedcorrect. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries Except as has good not had and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments would not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do notreasonably be expected to have, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in a Material Adverse Effect on the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as currently conducted (“have been disposed of since the Company Balance Sheet Date in the ordinary course of business, in each case free and clear of all Liens, except Permitted Liens”). (b) Section 4.18(b4.15(b)(i) of the Company Disclosure Letter Schedule sets forth a true complete and complete list correct list, as of the date hereof, of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, Except as has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thathave, individually or in the aggregate, a Material Adverse Effect on the Company, the Company or a Subsidiary of the Company owns good and valid title to the Owned Real Property, free and clear of all Liens, other than Permitted Liens. There is no pending or threatened condemnation proceeding with respect to any of the Owned Real Property. Section 4.15(b)(ii) of the Company Disclosure Schedule sets forth a complete and correct list, as of the date hereof, of all Leases with annual base rent payments by the Company or any Subsidiary of the Company of $3,000,000 or more in 2023 or 2024, as applicable (each, a “Material Lease”), true and complete copies of which have been made available to Parent prior to the date hereof. Except as has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so thathave, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate Effect on the Company, (i) each Material Lease under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is valid, with respect to intellectual propertythe Company and, which is to the subject knowledge of Section 4.19the Company, the other party, binding, and in full force and effect and enforceable in accordance with its terms (subject, with respect to enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity) and (ii) since January 1, 2021, neither the Company nor any of its Subsidiaries has received notice in writing alleging that it has breached, violated or defaulted under any Material Lease.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(bSchedule 3.9(a) of the Company Disclosure Letter sets forth a true and complete list of Schedules lists or describes all interests in real property owned by the Company or any and each of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit Subsidiaries, including OREO, as of the Company or any date of its Subsidiaries (“Leased Real Property”). Each of this Agreement, together with the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use address of such real property. To the knowledge estate, and each lease of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases real property to which it is a party, and in each case of either owned or leased real property, the proper identification, if applicable, of each such property as a branch or main office or other office. (b) The Company and each of its Subsidiaries has good and marketable title to all such leases are in full force assets and effectproperties, except for whether real or personal, tangible or intangible, that it purports to own, other than OREO, subject to no Liens of any such noncompliance or failure to be in full force and effect that, individually or kind except: (i) as noted in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each most recent Company Financial Statements or as set forth in Schedule 3.9 of the Company Disclosure Schedules; (ii) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate Proceedings and for which adequate reserves have been established and reflected in the Company Financial Statements; (iii) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements, securing any discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities or any transaction by the Bank acting in a fiduciary capacity or otherwise incurred in the Ordinary Course of Business and set forth on Schedule 3.9 of the Company Disclosure Schedules; (iv) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair the business operations at such properties; (v) minor defects and irregularities in title and encumbrances that do not materially impair the value or use thereof for the purposes for which they are held as of the date of this Agreement; (vi) liens or deposits in connection with worker’s compensation, unemployment insurance, social security or other insurance; (vii) inchoate mechanic’s and materialmen’s liens for construction in progress and workmen’s, repairmen’s, warehousemen’s and carrier’s liens arising in the Ordinary Course of Business of the Company or the Bank consistent with past practice; and (viii) liens on property required by Regulation W promulgated by the Federal Reserve (collectively, the “Company Permitted Exceptions”). The 15 Company and each of its Subsidiaries enjoys peaceful as lessee has the right under valid and undisturbed possession under existing leases to occupy, use, possess and control any and all of the respective property leased by it, and each such leaseslease is valid and without default thereunder by the lessee or, except for to the Knowledge of the Company, the lessor. To the Knowledge of the Company, all buildings and structures owned by the Company and each of its Subsidiaries lie wholly within the boundaries of the real property owned or validly leased by it, and do not encroach upon the property of, or otherwise conflict with the property rights of, any such failure to do so thatother Person. Since December 31, individually 2022, none of the Company’s or in the aggregateits Subsidiaries’ real property, whether owned or leased, has not had and would not reasonably be expected been taken by eminent domain (or to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which the Knowledge of the Company is the subject of Section 4.19a pending or contemplated taking which has not been consummated).

Properties. (a) The Company or one To the knowledge of XETA, XETA and each of its Subsidiaries has subsidiaries have good and valid marketable title to, or to all the properties and assets reflected in the case latest audited consolidated balance sheet included in the XETA SEC Reports as being owned by XETA or by any such subsidiary or acquired after the date thereof that are material to XETA’s business on a consolidated basis (except properties sold or otherwise disposed of leased property and leased tangible assets, a valid leasehold interest in, all since the date thereof in the ordinary course of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leasesbusiness), free and clear of all Liens other than Permitted Liens. “Permitted Liens” means (i) statutory ad valorem and real estate and other such Liens for current taxes and assessments not yet past due or as are set forth in Section 2.12(a) of the amount or validity of which is being contested in good faith by appropriate proceedingsXETA Schedule, (ii) mechanics’, carriers’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ ’s or similar other like Liens arising or incurred in the ordinary course of business for sums not yet due and payable, and which do not in the aggregate materially detract from the value of the Company or such Subsidiary consistent with past practice property and assets of XETA and its subsidiaries, (iii) encumbrances on real property Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the nature ordinary course of zoning business, (iv) Liens for Taxes and other governmental charges that are not due and payable or are being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP on XETA’s most recent consolidated financial statements contained in the XETA SEC Reports, (v) recorded easements, covenants, restrictions, easements, rights of way, encroachmentszoning, restrictive covenants, building restrictions and other similar matters which do not impair the operation of the business of XETA and any of its subsidiaries as currently conducted, (vi) landlord’s or lessor’s Liens under leases to which the XETA or a XETA subsidiary is a party, (vii) non-exclusive licenses and other non-exclusive rights or restrictions that were not incurred in connection with the borrowing Intellectual Property granted in favor of money or the obtaining of advances or credit and that do not, individually or third parties pursuant to XETA Material Contracts in the aggregateordinary course of business, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (vviii) any such matters of record, Liens and other imperfections of title that or easements, rights-of-way, restrictions, encroachments and other similar charges and encumbrances, if any, which do not, secure indebtedness and do not individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements conduct of the business of the Company XETA and any of its Subsidiaries subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) Section 4.11(a) of the Company Disclosure Letter sets forth a true, correct and complete list of the common name and address of each hotel owned or leased (including ground leased) by the Company or any Company Subsidiary as lessee or sublessee, as of the date of this Agreement (all such real property interests, together with all buildings, structures and other improvements and fixtures 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 “Company Property”). As of the date hereof, each of the Company Properties is owned or leased by the Company or the Company Subsidiary indicated on Section 4.11(a) of the Company Disclosure Letter. There are no real properties that the Company or any Company Subsidiary is obligated to buy, lease or sublease at some future date. (b) The Company or one of its Subsidiaries has a Company Subsidiary owns good and valid fee simple title toor leasehold title (as applicable) to the Company Properties, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)each case, free and clear of all Liens other than Encumbrances, except for Company Permitted Encumbrances, none of which Company Permitted Encumbrances have had, and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. For the purposes of this Agreement, “Company Permitted Encumbrances” shall mean any (i) Encumbrances relating to any Indebtedness set forth on Section 4.11(b)(i) of the Company Disclosure Letter, (ii) statutory ad valorem and real estate and or other Liens Encumbrances for current taxes and Taxes or assessments that are not yet past due (or are due but not yet delinquent) or the amount or validity of which is being contested in good faith by appropriate proceedingsproceedings and for which adequate reserves are being maintained in accordance with GAAP, (iiiii) the terms of any Company Major Leases, Company Ground Leases or any other leases, subleases or licenses entered into by the applicable Company Subsidiary as landlord, sublandlord or licensor in the ordinary course of business, (iv) Encumbrances imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Encumbrances (but excluding Encumbrances relating to any Indebtedness other than as set forth on Section 4.11(b)(i) of the Company Disclosure Letter) that are disclosed on the title insurance policies or title insurance commitments listed on Section 4.11(b)(v) of the Company Disclosure Letter previously made available to Park (including any air rights described in such Encumbrances), (vi) any right, title or interest of a lessor or sublessor set forth in any Company Ground Lease, (vii) any Encumbrance in favor of a lessor or sublessor set forth in any Company Ground Lease to secure unpaid rent, (viii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or ’s and materialmen’s liens and other similar Liens arising Encumbrances imposed by Law and incurred in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, that are related to obligations not yet due and other similar rights or restrictions that were not incurred in connection with the borrowing of money payable or the obtaining validity of advances or credit which is being contested in good faith by appropriate proceedings and (ix) any other Encumbrances (but excluding Encumbrances relating to Indebtedness) that do not, individually or in not materially impair the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in value of the Company’s consolidated balance sheet as at December 31, 2010 (applicable Company Property or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the applicable Company and its Subsidiaries Property as currently conducted (“Permitted Liens”). (b) used and operated. Section 4.18(b4.11(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the describes any material Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit Permitted Encumbrances that, as of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Propertydate hereof, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is are being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are contested in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedfaith by appropriate proceedings. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Except as set forth on Schedule 5.15(a), each of the Company or one of and its Subsidiaries has good good, valid and valid marketable title to, or in the case of leased property properties and leased tangible assets, a valid leasehold interest interests in, all of its the assets constituting personal property and properties that it owns or uses and that are reflected on the Company’s most recent consolidated balance sheet (excluding, for purposes of this sentence, assets held under leasesor in the footnotes related thereto) included in the Available Company SEC Documents (the “Company Balance Sheet”), free or that were thereafter acquired (except for assets and clear properties sold, consumed or otherwise disposed of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of since such date) except where the Company failure to have such title or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and valid leaseholds would not reasonably be expected to have a Material Adverse Effect. Assuming , and such assets and properties are owned free and clear of all consentsLiens, approvals and authorizations listed except for (a) Liens reflected in Section 4.5 the consolidated balance sheet of the Company Disclosure Letter relating to any Leased Real Property have been obtainedincluded in the Available Company SEC Documents, all leases (b) Liens consisting of Leased Real Property shall remain valid zoning or planning restrictions, easements, permits and binding other restrictions or limitations on the use of real property or irregularities in accordance with their terms following title thereto, which do not materially impair the Effective Time. (c) There are no contractual value of such properties or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property such properties by the Company or any of its Subsidiaries in the operation of their respective businesses, (c) Liens for the current Taxes, assessments or contemplated use of such real property. To the knowledge of the Company, there governmental charges or levies on property not yet delinquent and Liens for Taxes that are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures being contested in good faith by appropriate proceedings and other buildings for which an adequate reserve has been provided on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. appropriate financial statements, (d) Each inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s, repairmen’s, warehousemen’s and carrier’s Liens arising in the ordinary course of the Company business and its Subsidiaries has complied with the terms of all leases (f) Liens which have not and would not reasonably be expected to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thathave, individually or in the aggregate, a Material Adverse Effect. (b) There is no default under any lease of real property to which the Company or any of the Subsidiaries is a party or, to the Company’s Knowledge, by any other party thereto, and no event has not had and occurred that, with the lapse of time or the giving of notice or both, would not constitute a default by the Company or any Subsidiary thereunder, except for such defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. 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) The Company or one be for a term of its Subsidiaries has good and valid title tonot less than 15 years from Completion, or in the case of leased property and leased tangible assets, with a valid leasehold interest in, all of its assets constituting personal property (excluding, contractual right to renew for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business a further 5 years from expiry of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”).initial term; (b) Section 4.18(bbe on an arm’s length basis, on reasonable commercial terms and in a form appropriate to the jurisdiction in which the relevant Real Property is situated; (c) 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 Disclosure Letter sets forth pursuant to clause 12.1 (or any right to occupy granted to the Company pursuant to clause 12.4(b)) relates to a true 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 of all real property owned 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 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 any prohibition in a superior lease or other contract relating to the relevant Real Property in effect as at the date of its Subsidiaries (“Owned Real Property”) and all property leased for this agreement or the benefit Company is not in exclusive possession of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned relevant Real Property or Leased Real Property is subject it would be otherwise impractical to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, grant a lease having regard to the knowledge configuration of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased relevant Real Property and all amendments and modifications thereto are in full force and effectother circumstances: (a) if applicable, and there exists the Seller shall (at no default under any such lease by cost to the Company, any of its Subsidiaries ) use all reasonable and commercially prudent endeavours to procure that the restriction or any other party thereto, nor any event which, with notice prohibition is waived or lapse of time or both, would constitute amended prior to Completion to allow a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably lease to be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding granted in accordance with their terms following the Effective Time.clauses 12.1 and 12.2; and (cb) There are no contractual or legal restrictions that preclude or materially restrict if, having complied with clause 12.4(a), the ability Seller is unable to use any Owned comply with clause 12.1 in respect of a Real Property or(or 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 the knowledge of the Company, Leased occupy that Real Property (or the relevant part of it) on terms approved by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the CompanyPurchaser, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a partyacting reasonably, and all such leases are in full force and effect, except for any such noncompliance or failure otherwise consistent with clauses 12.2(a) to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.1912.2(d).

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b4.14(a)(i) of the Company Disclosure Letter sets forth a true and complete list, as of May 31, 2017, of the real property owned, directly or indirectly, by the Company or any of its Subsidiaries (or any entity in which the Company or its Subsidiary, directly or indirectly, owns an equity interest) which summary sets forth (A) a list of each residential and mixed-use project, along with the name of the Subsidiary that owns each such project, (B) a list of properties currently in the entitlement process, along with the name of the Subsidiary that owns each such property, and (C) a list of non-core multifamily projects and sites, along with the name of the Subsidiary that owns each such project. Except for the Owned Real Property and the JV Owned Real Property set forth on Section 4.14(a)(i) of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any Subsidiary nor, to the knowledge of the Company, any Joint Venture, owns, directly or indirectly, any other real property (or direct or indirect interest therein). The Company or one of its Subsidiaries, as applicable, has good, valid and marketable fee simple title to all real property owned by the Company or any of its Subsidiaries as of the date hereof (but specifically excluding any water or riparian rights and reservations owned by the Company and/or any of its Subsidiaries, the “Owned Real Property”) and, to the knowledge of the Company, the Joint Ventures have good, valid and marketable fee simple title to all real property leased owned by the Joint Ventures as of the date hereof (but specifically excluding any water or riparian rights and reservations owned by the Joint Ventures, the “JV Owned Real Property”), which Owned Real Property and, to the knowledge of the Company, JV Owned Real Property is free and clear of all Liens other than Permitted Liens; provided that, “Liens” shall not be deemed to include any pledges, claims, liens, charges, encumbrances or security interests which encumber, are secured by or relate to (x) any entity in which the Company or its Subsidiaries holds an equity interest which entity is not consolidated with the Company’s financial statements in accordance with GAAP, or (y) any such entity’s assets. Neither the Company, any of its Subsidiaries, the Owned Real Property nor, to the knowledge of the Company, any Joint Venture of JV Owned Real Property, is a party to, the subject of or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Owned Real Property or JV Owned Real Property or any portion thereof or direct or indirect interest therein to any Person (other than pursuant to this Agreement) other than in the ordinary course of business. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Joint Venture is a party to any agreement or option to purchase any real property or interest therein other than in the ordinary course of business. (ii) Section 4.14(a)(ii) of the Company Disclosure Letter sets forth a list of each real property which, as of the date of this Agreement, is under contract for the benefit of purchase or for sale by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any Joint Venture. (iii) Except as set forth on Section 4.14(a)(iii) of the Company Disclosure Letter, and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Joint Venture, has subleased, licensed or otherwise granted any person the right to use or occupy any Owned Real Property or JV Owned Real Property or any portion thereof (“Leased Real PropertyTenant Leases”). Each To the knowledge of the Company, neither the Company nor any of its Subsidiaries nor Joint Venture is in breach or default under any Tenant Lease. (iv) The Company and/or the applicable Subsidiaries of the Company have made available to Parent and Merger Sub, copies of all of the most recent policies of owner’s title insurance insuring the Owned Real Property or JV Owned Real Property (individually each, a “Company Title Insurance Policy”), which, in each case, the Company and its Subsidiaries have in their possession, and to the knowledge of the Company each such Company Title Insurance Policy is valid and in full force and effect with respect to the Person to which the policy was issued. Since January 1, 2014, no written claim has (i) good and marketable title in fee simple to all been made against any Company Title Insurance Policy insuring any Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, insuring any JV Owned Real Property, which, individually or in the aggregate, would be material to any Owned Real Property or JV Owned Real Property. (v) As of the date hereof, except for assessments by municipal utility or other similar districts in regard to all or substantially all property within district boundaries, neither the Company nor any of its Subsidiaries have received written notice of any pending or proposed special assessments affecting the Owned Real Property, JV Owned Real Property, or any portion thereof. As of the date hereof, except for assessments by municipal utility or other similar districts in regard to all or substantially all property within district boundaries, no assessments for public improvements have been made against any Owned Real Property, or, to the knowledge of the Company, any JV Owned Real Property which, individually or in the aggregate, would be material to any Owned Real Property or JV Owned Real Property. (b) Section 4.14(b) of the Company Disclosure Letter sets forth a list, as of the date hereof, of all Material Real Property Leases to which the Company or any of its Subsidiaries is a named tenant or licensee (or a successor or assignee thereof) or otherwise has the right to occupy real property, along with the address (other than with respect to groundwater leases) of all such real property leased pursuant to the Material Real Property Leases and the Subsidiary which is a party to such Material Real Property Leases. The Company has made available to Parent materially true, correct and complete copies of such Material Real Property Leases on or prior to the date hereof. To the knowledge of the Company, the Company and each of its Subsidiaries has complied in all material respects with the terms of the real property leases, ground leases, subleases or real property licenses to which the Company or any of its Subsidiaries is a named tenant, subtenant or licensee (or successor or assignee thereof) (the “Real Property Leases” and such condemnationreal property, expropriation or taking been proposed. All leases of the “Leased Real Property”). As of the date hereof, neither the Company nor any of its Subsidiaries has received a written notice of any material default under any Real Property Lease, and all amendments and modifications thereto such Real Property Leases are in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and there exists no except for such noncompliance or failure to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.14(b) of the Company Disclosure Letter, and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property or any portion thereof. (c) Section 4.14(c) of the Company Disclosure Letter sets forth a list of all Material Management Agreements and Material Construction Agreements. The Company has made available to Parent materially true, correct and complete copies of such Material Management Agreements and Material Construction Agreements on or prior to the date hereof. As of the date hereof, neither the Company nor any of its Subsidiaries has received a written notice of any material default under any Material Management Agreement or Material Construction Agreement, and all such lease agreements are in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and except for such defaults or failure to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries is a party to any agreement pursuant to which the Company or any of its Subsidiaries manages or manages the development of any real property for any third party. (d) As of the date hereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any Joint Venture has received written notice of any existing or pending appropriation, condemnation, eminent domain or like proceedings or similar actions that affect any Owned Real Property, Leased Real Property or JV Owned Real Property, (ii) to the knowledge of the Company, no condemnation, eminent domain or like proceeding or similar action is currently threatened in writing and (iii) neither the Company nor any of its Subsidiaries or any other party theretoSubsidiaries, nor any event whichnor, with notice or lapse to the knowledge of time or both, would constitute a default thereunder by the Company, any Joint Venture has received any written notice of the intention of any Governmental Entity or other Person to take or use any Owned Real Property or Leased Real Property. (e) Except as set forth on Section 4.14(e) of the Company Disclosure Letter, no certificate, variance, permit or license from any Governmental Entity having jurisdiction over any of the Owned Real Properties or, to the knowledge of the Company, the JV Owned Real Properties or any agreement, easement or other right that is necessary to permit the current use by the Company of the Owned Real Properties or, to the knowledge of the Company, the JV Owned Real Properties has failed to be obtained or is not in full force and effect, except for such failures to be in full force and effect that, individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.15(e) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any Joint Venture, has received written notice of any existing zoning or land use violations with respect to any Owned Real Property, Leased Real Property or JV Owned Real Property; (ii) there are no pending actions initiated by or on behalf of the Company, any Subsidiary of the Company or, to the knowledge of the Company, any Joint Venture to change or redefine the zoning classification or land use approvals of all or any portion of any Owned Real Property, Leased Real Property or JV Owned Real Property, except for actions which may be initiated in the ordinary course of business and pursuant to a plan of development or redevelopment prepared by the Company and/or its Subsidiaries or a Joint Venture, a true and correct copy of which has been provided to Parent; and (iii) to the knowledge of Company, each Owned Real Property, Leased Real Property and JV Owned Real Property has adequate access available to operate as it is currently being operated. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company and except as set forth on Section 4.14(f) of the Company Disclosure Letter, and except for work performed at or materials furnished to Owned Real Property, Leased Real Property or JV Owned Real Property in the ordinary course of business within 120 days (or such longer period to the extent that the applicable underlying agreement for services and/or materials allows a payment period in excess of 120 days) prior to the date hereof, all material work performed or materials furnished to the Owned Real Property, Leased Real Property and, to the knowledge of the Company, JV Owned Real Property prior to the date hereof has (i) been paid for in full, (ii) will be paid in the ordinary course of business or (iii) is being contested in good faith by appropriate proceedings and with adequate reserves established for payment in accordance with GAAP. (g) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries or any other party theretohas good and valid title to all their respective personal property and assets (but excluding the Owned Real Property and Leased Real Property), except for Permitted Liens and such personal property is in reasonably good working order and condition, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Assuming All such personal property and assets, are free and clear of all consentsconditions, approvals encroachments, easements, rights of way, restrictions and authorizations listed Liens, except for (A) Permitted Liens and (B) such other conditions, encroachments, easements, rights of way, restrictions and Liens that would not, individually or in Section 4.5 of the aggregate, reasonably be expected to have a Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeMaterial Adverse Effect. (ch) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects geotechnical or material adverse physical soil conditions adversely affecting any portion of the Owned Real Property or Leased JV Owned Real PropertyProperty which would preclude development thereof or render development thereof in accordance with the current business plan of the Company uneconomic such that the Company’s management would be reasonably likely to determine not to proceed with such development. All plantsTo the knowledge of the Company, warehouses, distribution centers, structures and other buildings on no portion of the Owned Real Property or Leased JV Owned Real Property are adequately maintained includes any archeological sites, paleontological sites, historical sites, artifacts or burial grounds of historical or cultural significance that would preclude development thereof or render development thereof in all material respects and are in good operating condition and repair for accordance with the requirements of the current business plan of the Company and its Subsidiaries as currently conducteduneconomic such that the Company’s management would be reasonably likely to determine not to proceed with such development. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) Neither the Company nor any of its Subsidiaries own any real property. (b) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all in each parcel of real property leased by the Company and its assets constituting personal Subsidiaries (including the parcels of real property (excluding, for purposes listed in Section 3.18 of this sentence, assets held under leasesthe Company Disclosure Letter), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, ’s and carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and or operation of the assets to which they relate in the business of by the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (bc) Section 4.18(b) Except to the extent disposed of in the Company Disclosure Letter sets forth a true and complete list ordinary course of all real property owned by business consistent with past practice, the Company or any one of its Subsidiaries (“Owned Real Property”) has good and all valid title to, or in the case of leased personal property, a valid leasehold interest in, each item of personal property leased for that is recorded or reflected as owned or leased, as the benefit of case may be, on the Company or any of its Subsidiaries (“Leased Real Property”). Each audited consolidated balance sheet of the Company and its Consolidated Subsidiaries has (i) good and marketable title as at December 31, 2010 included in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Propertythe Company SEC Documents, in each case, case free and clear of all Liens except other than Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 3.18 does not relate to intellectual property, which is the subject of Section 4.193.19.

Properties. (ai) The Company Section 5.03(s)(i) of FNBB’s Disclosure Schedule contains a complete and correct list of all real property or one premises owned or operated by FNBB as of the date hereof. Other than as disclosed in Section 5.03(s)(i) of FNBB’s Disclosure Schedule, none of FNBB or any of its Subsidiaries has good owns, and valid no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part. (ii) Section 5.03(s)(ii) of FNBB’s Disclosure Schedule contains a complete and correct list of all real property or premises leased or subleased in whole or in part by FNBB or any of its Subsidiaries, and together with a list of applicable leases or subleases and the case name of leased property and leased tangible assets, a valid leasehold interest inthe lessor or sublessor. (iii) To FNBB’s Knowledge, all real and personal property owned by FNBB or any of its assets constituting personal property Subsidiaries or presently used by any of them in their respective business is in a good condition (excludingordinary wear and tear excepted) and is sufficient to carry on their respective business in the ordinary course of business consistent with their past practices. FNBB has good, for purposes of this sentence, assets held under leases)marketable and indefeasible title, free and clear of all Liens Liens, to all of the material properties and assets, real and personal, reflected on the consolidated balance sheet of FNBB as of September 30, 2017 included in FNBB’s SEC Reports, or acquired after such date, other than properties sold by FNBB or any of its Subsidiaries in the ordinary course of business, except (iA) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of payable for which is being contested in good faith by appropriate proceedingsadequate reserves have been established, (iiB) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising pledges to secure deposits incurred in the ordinary course of its banking business of the Company or such Subsidiary consistent with past practice practice, (iiiC) encumbrances such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent, (D) as reflected on real property the consolidated balance sheet of FNBB as of September 30, 2017 included in FNBB’s SEC Reports and/or (E) as shown on the nature title policies listed in Section 5.03(s)(iii) of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, FNBB’s Disclosure Schedule. (iv) existing Liens disclosed in the CompanyAll real and personal property which is material to FNBB’s business on a consolidated balance sheet as at December 31, 2010 (basis and leased or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned licensed by the Company FNBB or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit is held pursuant to leases or licenses which are valid obligations of the Company FNBB or any of its Subsidiaries (“Leased Real Property”). Each and, to FNBB’s Knowledge, are valid and binding obligations of the Company other parties thereto, enforceable against FNBB or such Subsidiary of FNBB, and its Subsidiaries has to FNBB’s Knowledge, the other parties thereto, in accordance with their terms (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and clear similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles). (v) Except as set forth in Section 5.03(s)(v) of FNBB’s Disclosure Schedule, such leases will not terminate or lapse prior to the Effective Time and FNBB and each of its Subsidiaries has the right to use and occupy such leased real property for the full term, and in accordance with the conditions of the lease relating thereto. Neither FNBB nor any of its Subsidiaries has received any written notice of termination, cancellation, breach or default under any such real property lease and, to the Knowledge of FNBB as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any real property lease, (B) give any Person the right to declare a default or exercise any remedy under any real property lease, (C) give any Person the right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify any real property lease. To FNBB’s Knowledge, FNBB and its Subsidiaries are in compliance with all Liens except Permitted Liensapplicable health and safety related requirements for the real property owned by any of them, including those requirements under the Americans with Disabilities Act of 1990, as amended. No parcel None of Owned Real Property the owned or Leased Real Property is subject to any governmental decree leased premises or order to be sold properties described in paragraph (i) or is being condemned, expropriated (ii) above have been condemned or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation Governmental Entity and no condemnation or taking been proposed. All leases of Leased Real Property is threatened or contemplated and all amendments and modifications thereto are in full force and effectnone thereof is subject to any claim, and there exists no default under any such lease by the Company, any of its Subsidiaries contract or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not law which could reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals materially and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual adversely affect its use or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries value for the current or contemplated use purposes now made of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedit. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (ai) The Each of the Company or one of and its Subsidiaries has good and valid marketable title to, or in the case of leased real property and leased tangible assets, a assets has valid and enforceable leasehold interest interests in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)properties and tangible assets, free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens Liens, except for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, Permitted Liens. (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ The material real property and tangible assets owned or similar Liens arising in the ordinary course of business of leased by the Company and its Subsidiaries, or such Subsidiary consistent with past practice which they otherwise have the right to use, are sufficient (iiisubject to normal wear and tear) encumbrances on to operate their businesses in substantially the same manner as they are currently conducted by the Company. The material tangible assets and real property in (including the nature of zoning restrictionselectrical, easementspower, rights of way, encroachments, restrictive covenants, cooling and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (ivmechanical infrastructure) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and each of its Subsidiaries as currently conducted (“Permitted Liens”)are each in good working order, and have been maintained in accordance with prudent industry practice. (biii) Section 4.18(b3.01(o)(iii) of the Company Disclosure Letter sets forth a true complete and complete correct list of all real property owned and interests in real property leased by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit as of the Company or any date of its Subsidiaries this Agreement (each such property, a “Leased Real Property”). Neither the Company nor any of its Subsidiaries currently owns in fee any real property or interests in real property. (iv) With respect to each Leased Real Property, (A) the Merger and the other transactions contemplated by this Agreement do not require the consent of any party to any lease, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (C) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. (v) Each of the Company and its Subsidiaries has (i) good and marketable title is in fee simple to compliance in all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear material respects with the terms of all Liens except Permitted Liens. No parcel leases of Owned Real Property or Leased Real Property to which it is subject to any governmental decree a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of the Company or order to be sold or is being condemnedits Subsidiary, expropriated or otherwise taken by any public authority with or without payment of compensation thereforas the case may be, norand, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any each other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of enforceable against the Company Disclosure Letter relating to any Leased Real Property have been obtainedor such Subsidiary, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following as the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property orcase may be, and, to the knowledge of the Company, Leased Real Property by against the Company other party or any of parties thereto, in each case, in accordance with its Subsidiaries for terms, subject to the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures Bankruptcy and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectEquity Exception. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all such leasesthe leases to Leased Real Property to which it is a party and under which it is in occupancy. (vi) Without limiting the generality of the foregoing, except all real property and each of the Company’s and its Subsidiaries’ use of or occupancy of all or any portion of the premises demised by the Leased Real Property (e.g., the entire building or land and building or specified suites, units or portions of a building) (the “Demised Premises”) complies with all applicable codes and Laws relating to use and occupancy, including all zoning codes and related rules and regulations and the codes and standards for building quality, fire protection and life safety promulgated by the National Fire Association or a jurisdictional equivalent entity or any certificate of occupancy affecting all or any portion of the Demised Premises. Each of the Company and its Subsidiaries has in effect Permits necessary for it to legally occupy all or any portion of the Demised Premises and to carry on its business as currently conducted and there has occurred no violation of, or default (with or without notice or lapse of time, or both) under, any such failure Permit or codes or Laws applicable to do so that, individually or occupancy thereof. There is no event which is reasonably likely to result in the aggregaterevocation, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual propertycancelation, which is the subject non-renewal or adverse modification of Section 4.19any such Permit.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b3.9(a) of the Company Disclosure Letter sets forth a true and complete list Schedules lists or describes, as of the Agreement Date: (i) all interests in real property owned by the Company and each of its Subsidiaries; (ii) all OREO owned by the Company and each of its Subsidiaries; and (iii) each lease of real property to which the Company or any of its Subsidiaries (“Owned Real Property”) is a party, including in each case the address of such real property and all the proper identification, if applicable, of each such property leased for as a main office, branch office or other office and, in the benefit case of each lease, the position of the Company as landlord or any tenant under such lease. (b) The Company and each of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property assets and properties, whether real or personal, tangible or intangible, that it purports to own, other than OREO, subject to no liens, mortgages, security interests, encumbrances or charges of any kind, except: (i) as noted in the most recent Company Financial Statements or incurred in the Ordinary Course of Business since the date of the most recent Company Financial Statements; (ii) good leasehold title to all Leased Real Propertystatutory liens for Taxes not yet delinquent; (iii) easements, in each case, free rights of way and clear other similar encumbrances that do not materially affect the present use of all Liens except Permitted Liens. No parcel of Owned Real Property the properties or Leased Real Property is assets subject to any governmental decree thereto or order to be sold or is being condemned, expropriated affected thereby or otherwise taken by any public authority with or without payment of compensation therefor, nor, to materially impair the knowledge present business operations at such properties; and (iv) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held as of the CompanyAgreement Date; (collectively, the “Permitted Exceptions”). The Company and each of its Subsidiaries as tenant has the right under valid and existing leases to occupy, use, possess and control any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments of the respective property leased by it, and modifications thereto are each such lease is valid, in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a without default thereunder by the tenant or, to the Knowledge of the Company, the landlord. The Company has delivered to Acquiror full, complete and correct copies of all leases for leased real property, including any amendments or modifications thereto. To the Knowledge of the Company, all buildings and structures owned by the Company and each of its Subsidiaries lie wholly within the boundaries of the real property owned or validly leased by it, and do not encroach upon the property of, or otherwise conflict with the property rights of, any other party theretoPerson. There are no pending, except asor, individually to the Knowledge of the Company, threatened condemnation or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in similar proceedings against any owned or leased real property set forth on Section 4.5 3.9(a) of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real propertySchedules. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and No Person other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of than the Company and its Subsidiaries has complied with any right to use, occupy or operate any portion of the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance owned or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each leased real property set forth on Section 3.9(a) of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesDisclosure Schedules, except for any such failure to do so that, individually or in as set forth on Section 3.9(a) of the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Company Disclosure Schedules.

Properties. (ai) The Neither the Company or one nor any of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and owns any real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, property. (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in The real property listed on Schedule 3.2(h)(ii) (the ordinary course “Leased Real Property”) constitutes a complete and correct list of business all of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property leased, subleased, licensed, or otherwise used in the nature of zoning restrictionsany material respect, easements, rights of way, encroachments, restrictive covenants, and pursuant to other similar rights agreements or restrictions that were not incurred in connection with arrangements, by the borrowing of money or the obtaining of advances or credit Company and its Subsidiaries and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets significantly relate to which they relate in the business and operations of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (bSubsidiaries. Schedule 3.2(h)(ii) Section 4.18(b) of the Company Disclosure Letter also sets forth a true complete and complete correct list of all real property owned by leases, subleases, licenses or other rental arrangements pursuant to which the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or holds any of its Subsidiaries (“Leased Real PropertyProperty (individually, a “Lease” and collectively, the “Leases”). Each The Company has delivered or made available to Buyer accurate and complete copies of each of the Company and its Subsidiaries has (i) good and marketable title Leases. None of the Leases referenced in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Propertythe preceding sentence have been modified, assigned, changed, supplemented, amended, or mortgaged in each caseany material respect, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge extent that such modifications or other changes are disclosed on Schedule 3.2(h)(ii) or disclosed by the copies of the CompanyLeases delivered or made available to Buyer. With respect to each Lease, has any and except as otherwise specified on Schedule 3.2(h)(ii): (A) such condemnation, expropriation or taking been proposed. All leases of Leased Real Property Lease is valid and all amendments and modifications thereto are is in full force and effect, subject to the application of any bankruptcy or creditors’ rights Laws and, if applicable, proper authorization and there exists no default under any execution of such lease Lease by the Company, any of its Subsidiaries or any other party thereto; (B) none of the Leased Real Property has been subleased, nor any event whichlicensed, with notice assigned or lapse of time otherwise transferred or both, would constitute a default thereunder conveyed by the Company or its Subsidiaries, and to the Company’s Knowledge, any there are no Liens that affect the Leased Real Property as a result of its Subsidiaries the acts or 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. Assuming all consents, approvals and authorizations listed in Section 4.5 omissions of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time.or its Subsidiaries other than Permitted Liens; (cC) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge 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 the Company, any Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of applicable Subsidiary is not in compliance with all applicable Laws and Licenses and Permits; and (D) to the Company’s Knowledge, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of neither the Company and its Subsidiaries as currently conducted. (d) Each of the Company and nor its Subsidiaries has complied with received from any counterparty thereto or sent to any counterparty thereto written notice of any material default or alleged default in the terms performance of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure obligation to be in full force and effect that, individually performed or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession paid under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Lease.

Properties. (a) The Each of the Company or one of and its Subsidiaries has good and valid title to, to or in the case of leased property and leased tangible assets, a valid leasehold interest in, in all of its properties and assets constituting personal property (excluding, except for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of delinquent which is are being contested in good faith by appropriate proceedings, and Liens for Taxes not yet due, (ii) pledges of assets in the ordinary course of business to secure public deposits, (iii) defects and irregularities of title and encumbrances that do not materially impair the use thereof for the purposes for which they are held, (iv) mechanics’, materialmen’s, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or and other similar Liens arising in the ordinary course of business and (v) properties and assets the loss of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do which would not, individually or in the aggregate, impair present business operations at have a Material Adverse Effect with respect to the Company. (b) Schedule 4.20 of the Company Disclosure Schedule contains a complete and correct list of (i) all real property or premises owned on the date hereof, in whole or in part by the Company or any of its Subsidiaries and all real property that the Company or any of its Subsidiaries is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, and all indebtedness secured by any encumbrance thereon, and (ii) all real property or premises leased or subleased in whole or in part by the Company or any of its Subsidiaries, together with a list of all applicable leases and the name of the lessor. None of such propertiespremises or properties have been condemned or otherwise taken by any public authority and no condemnation or taking is, (iv) existing Liens disclosed in to the Company’s consolidated balance sheet as at December 31knowledge, 2010 (threatened or contemplated and none thereof is subject to any claim, contract or Law which might affect its use or value for the notes thereto) included in purposes now made of it. None of the premises or properties of the Company SEC Documents; and (v) or any of its Subsidiaries is subject to any current or potential interests of third parties or other restrictions or limitations that would impair or be inconsistent with the current use of such matters of recordproperty by the Company or such Subsidiaries, Liens and other imperfections of title that do except as would not, individually or in the aggregate, impair have a Material Adverse Effect with respect to the continued ownership, use and operation Company. PALOALTO 66463 v1 (2K) -35- (c) Each of the assets leases referred to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property Schedule is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and no party thereto is in default and no notice of a claim of default by any party has been delivered to the Company or applicable Subsidiary or is now pending, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor does not exist any event which, that with notice or lapse the passing of time time, or both, would constitute a default thereunder or excuse performance by the Company, any of its Subsidiaries or any other party thereto; provided, except ashowever, individually or in the aggregate, has not had and would not reasonably be expected that with respect to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter matters relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by party other than the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the foregoing representation is based on Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted’s knowledge. (d) Each of Neither the Company and nor any of its Subsidiaries has complied with the terms of all leases to which it is a partyowns any property due to, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregateconnection with, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19foreclosure proceedings.

Properties. (a) Section 4.14(a) of the Company Disclosure Letter contains a true and complete list of all material real property owned by the Company and its Subsidiaries (the “Company Owned Real Property”). The Company or one and each of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets respect to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) Subsidiaries, insurable fee simple interest in, or valid license or leasehold interests in, all their respective properties and assets, in all property leased material respects, except for the benefit of 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 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”; 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 the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Propertyor a Subsidiary of the Company, in each caseas the case may be, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, norand, 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 has any complied with the terms of all Company Leases, except for such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are failures to be in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries effect or any other party thereto, nor any event which, with notice or lapse of time or both, to be in compliance that would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except asnot, individually or in the aggregate, has not had and be reasonably expected to have a Company Material Adverse Effect. The Company or each respective Subsidiary of the Company is in possession of the properties or assets purported to be leased under its respective leases, except as would not reasonably be expected to have a Company Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual The Company has provided to Parent true and complete in all material respects excerpts of all Company Leases under which the Company or legal its Subsidiaries is a lessee that contain (i) radius restrictions that preclude or materially restrict non-compete provisions, (ii) restrictions on assignment, subletting or other transfer or (iii) restrictions on changes in the ability 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 oris 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, to the knowledge of the Company, Leased Real Property by all buildings, structures, fixtures, building systems and equipment, and all components that are part of the Company or any Property are in material compliance with all applicable Laws and are in good operating condition in all material respects and in a state of its Subsidiaries good and working maintenance and repair in all material respects, and are reasonably adequate and reasonably suitable for the current or contemplated use operation of such real propertythe Company’s business. To the knowledge of the Company, there are is no pending or written threat of condemnation or similar action affecting any of the material latent defects or material adverse physical conditions affecting Company Property. (f) Section 4.14(f) of the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures Company Disclosure Letter sets forth the true and other buildings on the Owned Real Property or Leased Real Property are adequately maintained correct in all material respects aging and are in good operating condition and repair for the requirements valued cost of the business Company’s retail inventory. Since February 2, 2013 through the date of this Agreement, the Company has purchased retail inventory in a manner consistent in all material respects with the ordinary past practices of the Company and its Subsidiaries as currently conductedCompany. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business None of the Company or such any Company Subsidiary consistent with past practice (iii) encumbrances on owns any real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)property. (b) Section 4.18(b4.15(b) of the Company Disclosure Letter sets forth contains, as of the date of this Agreement, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property owned by which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company or any of and its Subsidiaries Subsidiaries, as applicable (“Owned Real Property”) and all property leased for collectively, including the benefit of Improvements thereon, the Company or any of its Subsidiaries (“Leased Real Property”). Each , and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear complete copies of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemnedEstate Leases (including all modifications, expropriated or otherwise taken by any public authority with or without payment of compensation thereforamendments, norsupplements, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property waivers and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party side letters thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property ) have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Timemade available to Parent. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge Knowledge of the Company, there are no material latent defects facts or material adverse physical conditions affecting any of the Owned Real Property or Leased Real Property. All plantsbuildings, warehousesstructures, distribution centers, structures fixtures and other buildings improvements (the “Improvements”) located on the Owned Real Property or Leased Real Property are adequately maintained that, in all material respects and are in good operating condition and repair for the requirements aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the business of the Company and its Subsidiaries Leased Real Property taken as currently conducteda whole. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it Real Estate Lease (i) is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thatand constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, individually as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) has not been amended or modified in any material respect except as reflected in the aggregatemodifications, amendments, supplements, waivers and side letters thereto made available to Parent and (iii) except with respect to any Permitted Liens granted under the terms of any of the Real Estate Leases, has not had and would not reasonably be expected to have a Material Adverse Effect. Each been assigned in any manner by the Company or any of the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company and its Subsidiaries enjoys peaceful and undisturbed possession has received a notice of default under all such leases, except for any such failure to do so that, individually or in Real Estate Lease during the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, last six (6) months which is the subject of Section 4.19remains uncured.

Properties. (a) The Company For purposes of this Agreement, "Pinnacle Permitted Liens" means (i) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar liens arising or one incurred in the Ordinary Course of its Business and such Liens as are being contested by the Companies and the Subsidiaries has in good faith, (ii) Liens for current Taxes not yet due or payable or Taxes being contested in good faith, (iii) any covenants, conditions, restrictions, reservations, rights, Liens, easements, encumbrances, encroachments and valid other matters affecting title which are shown as exceptions on the Companies' and the Subsidiaries' title insurance policies and/or title commitments or reports which have been made available to the Investors, (iv) any Liens, whether monetary or non-monetary, or other covenants, conditions, restrictions, reservations, rights, easements, encumbrances, encroachments and other matters affecting title which would not in the aggregate, be reasonably expected to interfere with the operations of the Companies or their Subsidiaries or affect their use of the Pinnacle Real Property, (v) any Liens or Encumbrances approved by the Bankruptcy Court, including, without limitation, Liens granted pursuant to a cash collateral and/or debtor-in-possession financing order and Liens granted as adequate protection; and (vi) Liens and Encumbrances granted pursuant to any forbearance agreements, or amendments thereto, entered into with respect to the Amended Credit Facility. "Pinnacle Leases" means the real property leases, subleases, licenses and use or occupancy agreements pursuant to which the Companies or any of the Subsidiaries is the lessee, sublessee or licensee, of real property other than the Pinnacle Owned Real Property, necessary for the conduct of, or otherwise material to, the business of the Companies and the Subsidiaries as it is currently conducted. "Pinnacle Leased Real Property" means all interests in real property pursuant to the Pinnacle Leases. "Pinnacle Owned Real Property" means the real property owned in fee by the Companies and the Subsidiaries necessary for the conduct of, or otherwise material to, the business of the Companies and the Subsidiaries as it is currently conducted. "Pinnacle Real Property" means, collectively, the Pinnacle Owned Real Property and the Pinnacle Leased Real Property. Except as disclosed in Section 3.17(a) of the Companies' Disclosure Schedule, or in the case title insurance policies relating to the Pinnacle Real Property, each of leased property the Companies and leased tangible assetsthe Subsidiaries have good, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), title to the Pinnacle Real Property free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested Liens, in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, each case except Pinnacle Permitted Liens and other imperfections for Liens which do not materially adversely affect the Companies' use of title that do not, individually or such Pinnacle Real Property. Except as set forth in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b3.17(a) of the Company Companies' Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the CompanySchedule, there are no material latent defects or material adverse physical conditions affecting outstanding contracts for the Owned Real Property or Leased sale of any of the Pinnacle Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained Except as set forth in all material respects and are in good operating condition and repair for the requirements Section 3.17(a) of the business Companies' Disclosure Schedule, to the Knowledge of the Company and its Subsidiaries Companies, there are no outstanding consents which have not yet been obtained by the Companies or the Subsidiaries, as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.applicable,

Properties. (a) The Company Except as set forth in Section 3.14 of the ANI Disclosure Schedule, ANI or one of its Subsidiaries (a) has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, to all of its assets constituting personal property properties and assets, including those reflected in the ANI Financial Statements as being owned by ANI or one of its Subsidiaries or acquired after the date thereof that are material to ANI’s business (excluding, for purposes except properties sold or otherwise disposed of this sentence, assets held since the date thereof in the ordinary course of business and as permitted under leasesSection 5.1), free and clear of all Liens claims, liens (statutory or otherwise), charges, security interests, encumbrances or other than adverse claims of any nature whatsoever, including mortgages, deeds of trust, pledges, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way or encumbrances of any nature whatsoever (each, a “Lien”), except (i) statutory ad valorem and real estate and other Liens for current taxes and assessments liens securing payments not yet past due or the amount liens which are being properly contested by ANI or validity one of which is being contested its Subsidiaries in good faith and by appropriate proceedingsproper legal proceedings and for which adequate reserves related thereto are maintained on the ANI Financial Statements, (ii) mechanics’such imperfections or irregularities of title, workmen’sclaims, repairmen’sliens, landlord’scharges, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictionssecurity interests, easements, rights of way, encroachments, restrictive covenants, covenants and other similar rights restrictions or restrictions that were encumbrances as do not incurred in connection with materially affect the borrowing use or value of money the properties or the obtaining of advances assets subject thereto or credit and that do not, individually affected thereby or in the aggregate, otherwise adversely impair present business operations at such properties, (iii) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected in the ANI Financial Statements and which have been or will be satisfied and released at or prior to the Closing Date, and (iv) existing Liens disclosed rights granted to any non-exclusive licensee of any ANI Intellectual Property in the Company’s consolidated balance sheet as at December 31ordinary course of business consistent with past practices (such liens, 2010 imperfections and irregularities in clauses (or the notes theretoi), (ii), (iii) included in the Company SEC Documents; and (v) any such matters of recordiv), Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“ANI Permitted Liens”). , and (b) Section 4.18(bhas a valid leasehold interest as a lessee of all leasehold estates reflected in the ANI Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order properties purported to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effectleased thereunder, and there exists no default under any each such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a is valid without default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property lessee or, to ANI’s knowledge, the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedlessor. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. None of the Company nor any of its Subsidiaries own any real property. The Company and its Subsidiaries (a) The Company or one of its Subsidiaries has have valid and good and valid title to, or in the case of leased property and leased tangible assetspersonal property have valid, a valid binding and enforceable in accordance with its terms (subject to the Enforceability Exceptions) leasehold interest interests in, all Leased Real Property and all items of its assets constituting material personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith used by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or its Subsidiaries (other than Intellectual Property Rights), except, in each case, for assets that have been disposed of since the Latest Balance Sheet Date or where the failure to have such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictionsgood title or valid, easements, rights of way, encroachments, restrictive covenants, binding and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do notenforceable leasehold interests, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in has not been and would not reasonably be expected to be material to the Company SEC Documents; and its Subsidiaries, taken as a whole, and (vb) are not subject to any such matters contractual restriction with respect to any items of recordmaterial personal property, Liens except for restrictions that, if violated and other imperfections of title that do notenforced, individually or in the aggregate, impair the continued ownership, use has not been and operation of the assets would not reasonably be expected to which they relate in the business of be material to the Company and its Subsidiaries Subsidiaries, taken as currently conducted (“Permitted Liens”). (b) Section 4.18(b) a whole. All required deposits, rent and other sums, material obligations and charges payable or to be performed by the Company or any of its Subsidiaries, as tenant under any of the real property leases, licenses, subleases and occupancy agreements to which the Company Disclosure Letter sets forth or such Subsidiaries are a party, are current in all material respects. Schedule 4.12 contains the address and a true and complete list as of the date hereof of all real property owned leases, licenses, subleases and occupancy agreements, together with any amendments, extensions, renewals and other agreements thereto (the “Real Property Leases”), with respect to all real property leases, licensed, subleased or otherwise used or occupied by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit as of the Company or any of its Subsidiaries date hereof (the “Leased Real Property”). Each None of such Real Property Leases have been modified as of the date hereof in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to the Parent prior to the date of this Agreement. The Company has made available to the Parent true, complete and its Subsidiaries has (i) good and marketable title in fee simple to correct copies of all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted LiensLeases. No parcel of Owned The Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto Leases are in full force and effect, and there exists is no material breach, violation or default (nor does there exist any condition, which with the passage of time or the giving of notice or both, would cause such a material breach, violation or default, or permit the termination, modification or acceleration of rent under any such lease Real Property Lease) by the Company, Company or any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, any other party thereto under any of the Real Property Leases. Since May 16, 2016, neither the Company’s nor any of its Subsidiaries’ possession or quiet enjoyment of the Leased Real Property has been disturbed, and to the Company’s knowledge, there are no disputes with respect to any Real Property Lease. Neither the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in any Real Property Lease or any interest therein. Except as set forth on Schedule 4.12, neither the Company nor any of its Subsidiaries have subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof. The Leased Real Property identified in Schedule 4.12 comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Company and its Subsidiaries. The Leased Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries. No material personal property of the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases is subject to which it is a party, and all such leases are in full force and effect, any Liens except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Permitted Liens.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, Except for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or any such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do notmatters that, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has have not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries have (i) good and defensible title (as currently conducted. defined in Section 4.17(i)(ii)) to (dA) Each all of the Oil and Gas Interests reflected in the Company Reserve Reports as attributable to interests owned by the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effectSubsidiaries, except for such Oil and Gas Interests sold, used or otherwise disposed of since December 31, 2010 in the ordinary course of business and (B) the Oil and Gas Interests set forth on Section 4.17(a) of the Company Disclosure Schedule, except for such Oil and Gas Interests sold, used or otherwise disposed of since July 1, 2011 in the ordinary course of business and (ii) except for properties and assets sold, used or otherwise disposed of since March 31, 2011 in the ordinary course of business, good, marketable and valid fee simple title to all other real properties and assets reflected in the March 31, 2011 balance sheet included in the Company SEC Documents as being owned by the Company or one of its Subsidiaries or acquired after the date thereof that are material to the Company’s business on a consolidated basis, free and clear of all Liens except (x) Permitted Liens and (y) Production Burdens (as defined in Section 4.17(i)(i)) taken into account in Section 4.17(a) of the Company Disclosure Schedule. Except for any such noncompliance or failure to be in full force and effect matters that, individually or in the aggregate, has have not had and would not reasonably be expected to have a Material Adverse Effect. Each , (1) each Oil and Gas Lease under which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise acquires or obtains rights in any Oil and Gas Interests and each other such real property is valid and in full force and effect (subject to lease expirations from and after December 31, 2010 in the ordinary course of business); (2) none of the Company and any of its Subsidiaries, nor to the Knowledge of the Company any other party to an Oil and Gas Lease or other real property instrument, has violated any provision of, or taken or failed to take any act which, without or without notice, lapse of time, or both, would constitute a default under the provisions of such Oil and Gas Lease; and (3) none of the Company and any of its Subsidiaries enjoys peaceful has received written notice from the other party to any Oil and undisturbed possession Gas Lease or other real property instrument that the Company or any of its Subsidiaries, as the case may be, has breached, violated or defaulted under all such leases, except any Oil and Gas Lease or other real property instrument. (b) Except for any such failure to do so matters that, individually or in the aggregate, has have not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual : (i) the Company and each of its Subsidiaries has good and valid title to, or valid and enforceable leasehold interests in, all of its tangible personal property, in each case free and clear of any Lien except Permitted Liens, and (ii) all items of operating equipment owned or leased by the Company or its Subsidiaries with a fair market value in excess of $10 million as of the date hereof (A) are, in the aggregate, in a state of repair and operating condition, reasonable wear and tear excepted, so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated in the ordinary course of business consistent with past practice in all material respects and (B) are adequate, together with all other properties of the Company and its Subsidiaries, to comply in the ordinary course of business consistent with past practice in all material respects with the requirements of all applicable Contracts, including sales Contracts. (c) The Company and its Subsidiaries have not disposed of any material assets since December 31, 2010 except sales of Hydrocarbons and other dispositions in the ordinary course of business consistent with past practice. (d) Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, all material proceeds from the sale of Hydrocarbons produced from the Oil and Gas Interests of the Company and its Subsidiaries are being received by them in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled ▇▇▇▇▇. (e) All of the ▇▇▇▇▇ and all water, CO2 or injection ▇▇▇▇▇ located on the Oil and Gas Leases or Units or otherwise associated with an Oil and Gas Interest of the Company or any of its Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable Oil and Gas Contracts and applicable Law, and all drilling and completion (and plugging and abandonment) of the ▇▇▇▇▇ and such other ▇▇▇▇▇ and all related development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, all Oil and Gas Interests operated by the Company or its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Oil and Gas Leases and applicable Law. (g) None of the material Oil and Gas Interests of the Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the transactions contemplated by this Agreement. (h) None of the Oil and Gas Interests of the Company or its Subsidiaries are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Section 4.19Chapter 1 of Subtitle A of the Code. (i) For the purposes of this Agreement:

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its real properties and tangible assets constituting personal property (excluding, that are necessary for purposes of this sentence, assets held under leases)the Company and its Subsidiaries to conduct their respective businesses as currently conducted, free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, ’s and carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice practice, (iii) encumbrances on Liens arising through or under any landlords of leased real property with respect to such landlord’s interest in such leased real property (and not through or under the nature Company or one of zoning restrictions, easements, rights its Subsidiaries) to the extent such Liens are permitted under the terms of way, encroachments, restrictive covenants, the applicable lease and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”)conducted. Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of Effect on the Company, Leased Real Property by the Company or any of its Subsidiaries for tangible personal property currently used in the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements operation of the business of the Company and its Subsidiaries as currently conductedis in good working order (reasonable wear and tear excepted). (db) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. Section 3.18(c) of the Company Disclosure Letter sets forth a true and complete list of all real property leased for the benefit of the Company or any of its Subsidiaries. This Section 4.18 3.18 does not relate to intellectual propertyIntellectual Property or Intellectual Property Rights, which is the subject of Section 4.193.19.

Properties. (a) The Each of the Company or one of and its Subsidiaries has good and valid marketable title to, or in the case of leased property and leased tangible assets, a valid leasehold interest interests in, all properties and assets purported to be owned or leased by it, respectively, in the Company’s annual report on Form 10-K for the year ended December 31, 2010, except for such properties and assets as are no longer used or useful in the conduct of its assets constituting personal property (excluding, for purposes businesses or as have been disposed of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property business, and except for defects in the nature of zoning restrictionstitle, easements, rights of way, encroachments, restrictive covenants, covenants and other similar rights encumbrances or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do notimpediments that, individually or in the aggregate, impair present do not and will not materially interfere with its ability to conduct its business operations at as currently conducted. All such propertiesassets and properties are free and clear of all Liens, other than Permitted Liens. (ivb) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business Each of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)has complied, in all material respects, with the terms of all leases, subleases, easements, licenses and other occupancy agreements to which it is a party and under which it is in occupancy, and all such agreements are in full force and effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such agreements. (bc) The assets, properties and rights owned or leased by the Company and its Subsidiaries comprise all the assets, properties and rights utilized by the Company or any of its Subsidiaries in the operation of their respective businesses as presently conducted, and, in the aggregate, are sufficient to permit the Company and its Subsidiaries to operate their respective businesses as presently conducted. (d) All items of operating equipment owned or leased by the Company and its Subsidiaries are in a state of repair so as to be adequate, in all material respects, for operations in the areas in which they are operated. (e) Section 4.18(b5.15(e) of the Company Disclosure Letter sets forth a true and complete list of all real property, facilities, office space and similar property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real PropertySubsidiaries, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied together with the terms physical address of all leases to which it is a party, and all primary use for each such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)tangible assets, free and clear of all Liens Liens, other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, ’s and carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice practice, and (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b3.17(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (the “Leased Real Property”), identifying each such property that is used by the Company as a distribution center. Each Except as has not had and would not reasonably be expect to have, individually or in the aggregate, a Material Adverse Effect, each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good and marketable leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor has any event occurred which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, or Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To Except as has not had and would not reasonably be expected to have, individually or in the knowledge of the Companyaggregate, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All a Material Adverse Effect, all plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 3.17 does not relate to intellectual property, which is the subject of Section 4.193.18.

Properties. (a) The Company Either the Attractions Purchaser or one of its Subsidiaries has owns good and valid marketable fee simple title toor leasehold title (as applicable) to each facility and real property owned or leased (as lessee or sublessee), including ground leased, by the Attractions Purchaser as of the Effective Date (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or in the case of leased under such real property and leased tangible assetsall easements, rights and other appurtenances to such real property, are individually referred to herein as a valid leasehold interest in“Purchaser Property” and collectively referred to herein as the “Purchaser Properties”), all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)in each case, free and clear of all Liens, except for Purchaser Permitted Liens and other than 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 ad valorem and real estate and or other Liens for current taxes and Taxes or assessments that are not yet past due and payable or subject to penalty or the amount validity of which is being contested in good faith by appropriate proceedings and 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 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 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 good faith by appropriate proceedings, and (iivii) mechanics’any other Liens, workmen’slimitations, repairmen’s, landlord’s, warehousemen’s, carriers’ restrictions or similar Liens arising in title defects that do not materially impair the ordinary course of business value of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money Purchaser Property or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries Purchaser Property as currently conducted (“Permitted Liens”)used and operated. (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b3.8(a)(i) of the Acquired Company Disclosure Letter Schedule sets forth a true and complete list of all real 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 Company or any of its Subsidiaries Acquired Companies (the “Owned Real PropertyProperty Interests”) and all property Real Property Interests leased for or subleased by the benefit of Acquired Companies (the Company or any of its Subsidiaries (“Leased Real PropertyProperty Interests”). Each of the Company and its Subsidiaries has (i) good and marketable The Acquired Companies, individually or together, have indefeasible title in fee simple to all Owned Real Property Interests, valid leasehold interests in the case of Leased Real Property Interests, and (ii) good and marketable title or valid leasehold title interests in and to all Leased Real Propertyother properties, in each casecase listed in Section 3.8(a)(i) of the Acquired Company Disclosure Schedule or otherwise owned or held by them (all such interests and 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 Liens Title Defects. To Seller’s Knowledge, there are no assessments against the Assets for public improvements. As of the date of this Agreement, there has been no actual or, to 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 Permitted Liens. as set forth in Section 3.8(b) of the Acquired Company Disclosure Schedule. (c) No parcel Seller Party nor any Acquired Company has received any notice of Owned 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 Leased Real Property is subject loss of title to any governmental decree such Assets or order to be sold the value thereof or is being condemned, expropriated that has or otherwise taken by any public authority with would hinder or without payment of compensation therefor, nor, to impede the knowledge operation of the Company, has Assets of any such condemnation, expropriation Acquired Company or taking been proposed. All leases adversely affect the ability of Leased Real Property the Acquired Companies to own and all amendments operate their Assets from and modifications thereto are after the Closing in full force and effect, and there exists no default under any such lease the ordinary course of business as conducted by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party theretoAcquired Companies prior to Closing, except asfor such adverse claims, defaults or terminations, individually or in the aggregate, has not had and that would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings Effect on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedAcquired Companies. (d) Each The Assets that are tangible personal property are in good operating and working order, repair and condition, subject to ordinary wear and tear. (e) True and complete copies of all (i) deeds and other instruments by which each Acquired Company acquired the Owned Real Property Interests owned by it, (ii) existing surveys, title insurance policies, title insurance abstracts and other evidence of title of the Owned Real Property Interests in the possession of such Acquired Company or any Seller Party and its Subsidiaries has complied with (iii) leases and subleases covering the terms Leased Real Property 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 contains a true and complete list of all leases of the leases, subleases, assignments thereof and other instruments, agreements and arrangements pursuant to which it is a partyany 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 Interests”). True and complete copies of all of the Out Leases (including all amendments thereto and all such leases instruments in any way modifying any thereof) have heretofore been made available to the General Partner and Buyer. All of the Out Leases are in full force valid and effect, except for any such noncompliance or failure to be in full force and effect thatin 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 based, except for claims, individually or in the aggregate, has not had and that would not reasonably be expected to have a Material Adverse Effect. Each 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 its Subsidiaries enjoys peaceful (iii) relevant to the conduct of the Business: geological data, reserve data, existing mine maps, surveys, core hole logs and undisturbed possession under 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 such leasesother books and records, except for any such failure to do so thatinformation, individually or in the aggregatemaps, has not had reports and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19data.

Properties. (a) The Company or one of and its Subsidiaries Subsidiary each has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than Liens, or holds pursuant to valid and enforceable leases, all of the tangible personal property and assets (excluding Intellectual Property) that are reflected on the Balance Sheet or acquired after the date of the Balance Sheet, except for (i) statutory ad valorem such property and real estate and other Liens for current taxes and assessments not yet past due assets disposed of by the Company or the amount or validity of which is being contested in good faith by appropriate proceedingsits Subsidiary, (ii) mechanics’as applicable, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documentsbusiness; and (vii) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b3.14(b) of the Company Disclosure Letter sets forth a true correct and complete list of all real property owned by Leased Real Property. To the Knowledge of the Company, (i) the Company or its Subsidiary have good and valid title to the leasehold estate under each Real Property Lease free and clear of all Liens, other than Permitted Liens; and (ii) there are no pending or threatened condemnation or foreclosure proceedings relating to any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each . (c) Neither the Company nor its Subsidiary has leased or subleased Leased Real Property to any Person pursuant to any lease or sublease as of the date hereof. (d) All of the land, buildings, structures and other improvements material to the operation of the Company and its Subsidiaries has (i) good and marketable title Subsidiary are included in fee simple to all Owned Real Property and (ii) good leasehold title to all the Leased Real Property. (e) The facilities, in each casemachinery, free equipment, furniture, leasehold improvements, fixtures, vehicles, structures, related capitalized items and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except astangible property that are, individually or in the aggregate, has not had and would not reasonably be expected material to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases Subsidiary are in full force good operating condition and effectrepair, except for any such noncompliance or failure subject to be in full force normal wear and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19tear.

Properties. (a) Schedule 3.11(a) sets forth a complete list of all real property and interests in real property owned in fee by the Company (individually, an “Owned Property” and collectively, the “Owned Properties”). The Company or one of its Subsidiaries has good and marketable title to all Owned Property and has good and marketable title to or valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, rights to use all of its assets constituting personal property (excluding, whether tangible or intangible) in each case that is necessary for purposes of this sentence, assets held under leases)the Company to conduct its business as it is currently being conducted and currently intended by the Company to be conducted, free and clear of all Liens other than of any nature whatsoever, except (iA) statutory ad valorem and real estate and other Liens disclosed on Schedule 3.11(a); (B) Liens disclosed in the Financial Statements or notes thereto; (C) Liens for current taxes Taxes, assessments and assessments similar charges that are not yet past due or the amount or validity of which is are being contested in good faith by appropriate proceedings, for which the Company has made adequate reserves; (iiD) mechanics’, workmenmechanic’s, repairmenmaterialman’s, landlordcarrier’s, warehousemen’s, carriers’ or repairer’s and other similar statutory Liens arising or incurred in the ordinary course of business business, that are not yet due and payable, that are being contested in good faith and for which the Company has made adequate reserves; (E) immaterial defects in title which would not individually or in the aggregate be reasonably expected to materially impact the operations of the Company or such Subsidiary consistent with past practice Company; (iiiF) encumbrances on real property grants to others of Rights-of-Way, surfaces leases, crossing rights and amendments, modifications and releases of Rights-of-Way, easements and surface leases in the nature ordinary course of zoning restrictionsthe business; and (G) restrictions on the exercise of the rights under a granting instrument that are set forth therein or in another executed agreement between the parties thereto; which in the cases of clauses (E) and (F), easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in materially and adversely impact the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use or operation (as currently being conducted and operation currently intended by the Company to be conducted) of the such assets to which they relate in the business of the Company and its Subsidiaries (clauses (A) through (F) of this Section 3.11(a) being referred to collectively as currently conducted (the “Permitted Liens”). (b) Section 4.18(b) All of the Company Disclosure Letter sets forth a true Owned Properties and complete list of all real property the improvements, buildings, structures, tanks, fixtures, pipelines, and other tangible assets owned by the Company thereon are, in all material respects, in good operating condition (ordinary wear and tear excepted), and all mechanical and other systems located thereon are in good operating condition (ordinary wear and tear excepted). To the Knowledge of Contributor, (i) none of the tangible assets of the Company are subject to structural defects, (ii) no condition exists requiring material repairs, alterations or corrections and (iii) none of the improvements located on the Owned Properties constitutes a legal non-conforming use or otherwise requires any special dispensation, variance or special permit under any Laws. The Owned Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy of any Third Party, except pursuant to the agreements set forth on Schedule 3.11(b) (each, a “Third Party Agreement”). There does not exist any actual or, to the Knowledge of Contributor, threatened or contemplated condemnation or eminent domain proceedings that affect any Owned Property or any of its Subsidiaries (“Owned Real Property”) part thereof, and all property leased for the benefit none of the Company or Contributor has received any notice, oral or written, of its Subsidiaries the intention of any Governmental Authority or other Person to take or use all or any part thereof. (“Leased Real Property”). Each c) Except with respect to Rights of Way (as defined below) necessary for those portions of the Company’s systems or facilities that are under construction and except as set forth on Schedule 3.11(c): (i) each easement, license, right-of-way, Permit, servitude, leasehold estate, instrument creating an interest in real property, and other similar real estate interest of the Company (each, a “Right-of-Way”) is valid and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except (other than Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to ), (ii) the Company conducts its businesses in a manner that does not violate in any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by material respect any public authority with or without payment of compensation therefor, nor, to the knowledge of the CompanyRights-of-Way, (iii) the Company has any fulfilled and performed in all material respects all of its obligations with respect to such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effectRights-of-Way, and there exists no default under (iv) the Company has not received written notice of the occurrence of any such lease by ongoing event or circumstance that allows, or after the Company, any giving of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse the passage of time time, or both, would constitute a default thereunder allow limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company in and to any such Rights-of-Way. To the Knowledge of Contributor, all pipelines operated by the CompanyCompany are subject to enforceable Rights-of-Way, and there are no gaps (including any gap arising as a result of its Subsidiaries or any other party theretobreach by the Company of the terms of any Rights-of-Way) in the pipeline systems for which enforceable Rights-of-Way, except asthose gaps listed on Schedule 3.11(c) and other immaterial gaps. (d) All items of tangible personal property which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, material to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements operation of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force good condition (ordinary wear and effect, except tear excepted) and are suitable for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19purposes used.

Properties. (aA) The With respect to each of the Company or one of its Subsidiaries has good Owned Properties and valid title to, or the Company Leased Properties in Hong Kong (as the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than may be): (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the relevant Group Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple or to all the Company Owned Real Property Properties and is the legal and beneficial owner thereof and there is no claim or dispute in respect of its ownership of the Company Owned Properties; (ii) all the title deeds (including valid and subsisting tenancy agreements in respect of the Company Owned Properties in Hong Kong but excluding all tenancy agreements which have lapsed for more than 6 years) and documents necessary to prove the relevant Group Company has good leasehold and marketable title to the property and in particular all the original of such title deeds and documents which relate exclusively to the property are in the possession and under the control of the relevant Group Company (save for documents of title in respect of properties which are the subject of charges, mortgages, liens or encumbrances and are in the possession of chargees, mortgagees or their agents); (iii) the government grant is good, valid and subsisting and all land premium management fee, registration fees, taxes, all moneys due and payable, outstanding or reserved thereunder and all covenants, terms and conditions contained therein have been duly paid, observed and performed to-date; (iv) all covenants, obligations, stipulations, restrictions, terms and conditions affecting the Company Owned Properties or the Company Leased Real PropertyProperties (as the case may be) have been duly observed, performed and complied with in each case, free all respects and clear all outgoings of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property whatever nature in respect thereof have been duly paid to-date; (v) there is subject to no dispute with any governmental decree or local authority or with the owner or occupier of any adjoining or neighbouring property or howsoever otherwise; (vi) there is no notice or order in relation to be sold resumption or is being condemnedcompulsory acquisition of the Company Owned Properties or the Company Leased Properties (as the case may be) under any legislation the implementation of which would or could affect the occupation or enjoyment of the Company Owned Properties or the Company Leased Properties (as the case may be) nor are there any monetary or other claims or liabilities, expropriated whether actual or otherwise taken by any public authority with contingent affecting such Company Owned Properties or without payment of compensation thereforthe Company Leased Properties (as the case may be); (vii) all legislation, norstatutory requirements, governmental or other orders, rules, directives or instruments affecting or pertaining to the knowledge use, occupation or enjoyment of the CompanyCompany Owned Properties or the Company Leased Properties (as the case may be) have been duly complied with to-date; (viii) the Company Owned Properties or the Company Leased Properties (as the case may be) is free from any charge, has any such condemnationmortgage, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effectlien, encumbrance, and there exists are no default under third party rights, conditions, defects, adverse interest, equities, orders, regulations or other restrictions which could or might have adverse effect on the title or value of the Company Owned Properties or the Company Leased Properties (as the case may be) or limit, restrict or otherwise adversely affect the ability of any such lease by member of the CompanyGroup to occupy and utilise the Company Owned Properties or the Company Leased Properties (as the case may be), and the relevant Group Company has not entered into any agreement in relation to any of its Subsidiaries the foregoing; (ix) there is no agreement to sell or part with possession of or let or license or grant any option over or otherwise dispose of any interest in the property or any part thereof; (x) the relevant Group Company has not received and is not aware of there being any notice from the government or any other party theretocompetent authority or the management body of the property requiring that Group Company to demolish or reinstate any part of the Company Owned Properties or the Company Leased Properties (as the case may be); (xi) the Group has not made erected or constructed, and is not aware of, any unauthorised or illegal structure or alteration (which have not been duly rectified) at, on or within the Company Owned Properties or the Company Leased Properties (as the case may be) or any part thereof; (xii) no competent authority has issued any order or notice which may adversely affect the Company Owned Properties or the Company Leased Properties (as the case may be) and none of the Group Companies has received nor is aware of any complaints, proposals, schemes, resolutions, notices, orders, requirements or recommendations of any authority affecting the Company Owned Properties or the Company Leased Properties (as the case may be) or the use thereof or the interest therein or the owner or occupier thereof; (xiii) no default or event which, which with notice or lapse of time or both, would both will constitute a default thereunder by the Companyrelevant Group Company has occurred or is continuing under the government grant or other documents applicable to the Company Owned Properties or the Company Leased Properties (as the case may be) and none of the Group Companies is in breach of any laws, rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any court, government, governmental or regulatory authorities in respect of its Subsidiaries or any other party theretothe use, except as, individually or in the aggregate, has not had occupation and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 enjoyment of the Company Disclosure Letter relating to any Owned Properties or the Company Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following Properties (as the Effective Time.case may be); (cxiv) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property orall requisite licenses, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries certificates and authorities necessary for the current or contemplated existing use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of Owned Properties or the Company Leased Properties (as the case may be) by the relevant Group Company have been duly obtained and its Subsidiaries has complied with the terms of all leases to which it is a partyare valid, and all such leases are in full force and effect, except ; (xv) the Company Owned Properties or the Company Leased Properties (as the case may be) is in good state of repair and good physical conditions (fair wear and tear excepted) and none of the Group Companies is aware of any matters or things which materially and adversely affect the Company Owned Properties or the Company Leased Properties (as the case may be) or which may subject the owner or occupier thereof to any charge or liability or which should be revealed to a purchaser for any such noncompliance or failure to be value; (xvi) the particulars of tenancies set out in full force Part B of Exhibit C are true and effect that, individually or accurate particulars of all tenancies in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each respect of the Company Leased Properties in Hong Kong; (xvii) the Company Leased Properties are not subject to the payment of any outgoings other than rent, service charges and its Subsidiaries enjoys peaceful rates and undisturbed possession under other normal outgoings; (xviii) each of the Group Companies has complied in all such leasesmaterial respects with all legislation, except for any such failure statutory requirements, governmental or other orders, 91 rules, directives, instruments affecting or pertaining to do so thatthe use, individually occupation or in enjoyment of the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.Company Leased Properties;

Properties. (ai) The Company or one of and its Subsidiaries has subsidiaries have good and valid marketable title toto all property, or assets and rights reflected in the case Balance Sheet or acquired by the Company and its subsidiaries after the date of leased property the Balance Sheet (except for inventory, obsolete equipment and leased tangible assetsreal estate not used in or necessary for the operation of their business sold or otherwise disposed of and accounts receivable collected since such date in the ordinary course of business) or otherwise purported to be owned by them, and have a valid leasehold interest in, in or other right to use all of its assets constituting personal property (excluding, for purposes of this sentenceother property, assets held under leases)and rights used in their business, free and clear of all Liens mortgages, liens, pledges, charges, restrictions, encroachments, rights of third parties or other encumbrances of any kind or character other than (iA) statutory ad valorem and real estate and other Liens liens for current taxes and assessments Taxes not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedingsand payable, (iiB) mechanics’mechanic's, workmen’swarehousemen's, repairmen’smaterialmen's, landlord’s, warehousemen’s, carriers’ 's or similar Liens arising liens securing obligations incurred in the ordinary course of business of the Company or such Subsidiary consistent with past practice which are not yet due and payable, (iiiC) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, covenants and other similar rights or restrictions that which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that which do not, individually or in the aggregate, materially detract from the value the properties subject thereto or affected thereby or materially impair present business operations at such properties, and (ivD) existing Liens mortgages, liens and encumbrances disclosed in the Company’s consolidated balance sheet as at December 31, 2010 Balance Sheet (or in the notes thereto) included in ), except where the Company SEC Documents; failure to have such title, leasehold interests or other rights to use, or the existence of such mortgages, liens, pledges, charges, restrictions, encroachments, rights of third parties or other encumbrances, has not had and (v) any such matters of record, Liens and other imperfections of title that do notis not reasonably likely to have, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)a Material Adverse Effect. (bii) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all All real property owned by the Company or any and its subsidiaries is listed by address in Section 6.01(h) of its Subsidiaries (“Owned Real Property”) and all the Disclosure Schedule. All leases of real property leased for the benefit of to which the Company or any of its Subsidiaries subsidiaries is a party (“Leased Real Property”). Each whether as landlord or tenant) or by which any of them is bound are valid and binding and in full force and effect, neither the Company and nor any of its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, subsidiaries nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party theretothereto is in default under or in respect of any such lease, nor any event which, with notice the result of which default (including if such lease were to terminate based thereon) has had or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except asis reasonably likely to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming , and all consents, approvals such material leases in effect on the date hereof have been made available to Buyer and authorizations are listed in Section 4.5 6.01(h) of the Disclosure Schedule. The real property described in Section 6.01(h) of the Disclosure Schedule as being owned by the Company and its subsidiaries and the real property subject to the leases listed in Section 6.01(h) of the Disclosure Letter relating to any Leased Real Property have been obtained, all leases Schedule constitute the only real property used by the Company and its subsidiaries in the conduct of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Timebusiness. (ciii) There are is no contractual development, incentive or legal restrictions other agreement with any governmental authority that preclude or materially restrict limits in any material respect the ability to use any Owned Real Property or, to the knowledge right of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current subsidiaries to protest Taxes, establishes minimum Taxes or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the requires continued business of the Company and its Subsidiaries as currently conductedoperation at any particular location. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (ai) Section 3.2(p) of the Parent Disclosure Letter sets forth a correct list of all real property owned or leased (as lessee) by Parent or a Parent Subsidiary (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as an “Parent Property” and collectively referred to herein as the “Parent Properties”). (ii) The Company Parent or one Parent Subsidiary owns fee simple title or leasehold title (as applicable) to each of its Subsidiaries has good and valid title tothe Parent Properties, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)each case, free and clear of all Liens other than Liens, or Encumbrances, except for the following: (iA) Encumbrances set forth Section 3.2(p) of the Parent Disclosure Letter or relating to debt obligations reflected in the Company’s financial statements and the notes thereto (including with respect to debt obligations which are not consolidated), (B) Encumbrances that result from any statutory ad valorem and real estate and or other Liens for current taxes and Taxes or assessments that are not yet past due or delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (C) any Material Contracts (only to the extent that the same encumbers or affects title to real property), or leases to third parties for the occupation of portions of the Parent Properties by such third parties in the ordinary course of the business of Parent or any Parent Subsidiary, (iiD) Encumbrances imposed or promulgated by Law or any Governmental Entity, including zoning regulations, (E) Encumbrances disclosed on existing title policies made available to the Gadsden prior to the date hereof, (F) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or ’s and materialmen’s liens and other similar Liens arising liens imposed by Law and incurred in the ordinary course of business business, and (G) any other Encumbrances, limitations or title defects of any kind, if any, that, individually or in the Company or such Subsidiary consistent with past practice aggregate, would not constitute a Parent Material Adverse Effect. (iii) encumbrances Parent has made available to Gadsden all title insurance policies with respect to the Parent Properties that are set forth on real property Section 3.2(p) of the Parent Disclosure Letter. To Parent’s Knowledge, no material claim has been made under any such title insurance policy and each such title insurance policy is in full force and effect as of the nature date hereof. (iv) No certificate, permit or license from any Governmental Entity having jurisdiction over any of zoning restrictionsthe Parent Properties or any agreement, easementseasement or other right 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 parking areas, rights driveways, roads and other means of way, encroachments, restrictive covenantsegress and ingress to and from any of the Parent Properties has not been obtained and is not in full force and effect, and other similar rights neither Parent nor any Parent Subsidiary has received written notice of any threat of modification or restrictions that were not incurred cancellation of any such certificate, permit or license, except for such notices, failures to obtain and to have in connection with the borrowing of money or the obtaining of advances or credit full force and that do effect, which would not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and constitute a Parent Material Adverse Effect. (v) Neither Parent nor any Parent Subsidiary has received any written notice to the effect that (A) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Parent Properties, or (B) any zoning regulation or ordinance (including with respect to parking), board of fire underwriters rules, building, fire, health or other Law, code, ordinance, Order or regulation has been violated for any Parent Property, which in the case of clauses (A) and (B) would, individually or in the aggregate, constitute a Parent Material Adverse Effect. (vi) Section 3.2(p) of the Parent Disclosure Letter lists as of the date hereof each ground lease to which Parent or any Parent Subsidiary is party, as lessee or lessor. Each such ground lease is in full force and effect and is valid, binding and enforceable in accordance with its terms against the lessor or lessee thereunder, as applicable, and, to the Knowledge of Parent, against the other parties thereto, except as would not constitute, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not constitute, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any Parent Subsidiary, on the one hand, nor, to the Knowledge of Parent, any other party, on the other hand, is in default under any such matters ground lease which default is reasonably likely to result in a termination of recordsuch ground lease. No purchase option has been exercised under any of such ground lease, Liens except purchase options whose exercise has been evidenced by a written document as described in Section 3.2(p) of the Parent Disclosure Letter. Parent has made available to Gadsden a correct and complete copy of each such ground lease and all material amendments thereto. (vii) Neither Parent nor any Parent Subsidiary is a party to any agreement relating to the management of any of the Parent Properties by a party other imperfections than Parent or any wholly-owned Parent Subsidiaries, except as disclosed Section 3.2(p) of title the Parent Disclosure Letter. (viii) Parent has made available to Gadsden true, correct and complete copies of the leases that do Parent and its Subsidiaries, taken as a whole, are party to as a landlord or lessor with respect to each of the applicable Parent Properties including all material amendments, modifications, supplements, renewals, and extensions thereto, in each case as in effect on the date hereof (the “Parent Leases”). Neither Parent nor any of the Parent Subsidiaries, nor to the Knowledge of Parent, any tenant, has received written notification that they are in default under any Parent Lease, except for defaults that would not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than Except (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedingsas disclosed on Schedule 4.14(a), (ii) mechanics’for Permitted Encumbrances and (iii) for property rights terminated or disposed of (e.g., workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ by sale or similar Liens arising lease termination) after the Balance Sheet Date in accordance with Article 6 or in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances and where such termination or disposition would not and does not adversely affect the ability to carry on real property in the nature of zoning restrictionsBusiness, easements, rights of way, encroachments, restrictive covenants, and other similar rights the Company or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 its Subsidiaries has (or following the notes theretoPre-Closing Restructuring will have) included in (A) good and marketable fee simple title to the Company SEC Documents; and owned real properties (vother than Easements) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (bor Seller and the Seller Affiliates with respect to the Business) Section 4.18(b) and any above-ground assets or improvements situated on each of the Company Disclosure Letter sets forth a true owned real properties, free and complete list clear of all real property owned by Encumbrances (collectively, the Company or any of its Subsidiaries (“Owned Real Property”), (B) a valid, binding and all property leased for the benefit enforceable leasehold interest in each of the Company or any of its Subsidiaries leased properties (“Leased Real Property”). Each other than Easements) of the Company and its Subsidiaries has (ior Seller and the Seller Affiliates with respect to the Business) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in any above-ground assets or improvements situated on each caseof the leased properties, free and clear of all Liens except Permitted Liens. No parcel of Encumbrances (collectively, the “Leased Real Property”, and together with the Owned Real Property or Leased Property, the “Company Real Property”), and (C) good and defensible title to those material personal properties reflected in the Financial Statements, free and clear of Encumbrances. Following the Pre-Closing Restructuring, the Company Real Property is will be validly owned or leased by the Company or one of its Subsidiaries. (b) Except as disclosed on Schedule 4.14(b), to Seller’s Knowledge, the Company or its Subsidiary has (or following the Pre-Closing Restructuring will have) a valid, binding and enforceable real property interest in each Easement (subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to no Encumbrances other than Permitted Encumbrances) necessary for the knowledge operation of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeBusiness. (c) There are Except as disclosed on Schedule 4.14(c), there is no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property pending or, to the knowledge Seller’s Knowledge, threatened in writing, condemnation Proceeding of any part of the Company, Leased Real Property real property (excluding Easements) reflected in the Financial Statements by any Governmental Entity that would materially interfere with the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge conduct of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedBusiness. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. Except as disclosed in SECTION 3.20 of the Disclosure Schedule (with paragraph references corresponding to those set forth below): (a) The Company or one of its Subsidiaries Savers has good and valid title to all debentures, notes, stocks, securities, and other assets that are of a type required to be disclosed in Schedules B through DB of its Annual Statement and that are owned by it, free and clear of all Liens. (b) Savers owns good and indefeasible title to, or in the case of leased property and leased tangible assets, has a valid leasehold interest in, all real property used in the conduct of its assets constituting personal property (excludingbusiness, for purposes operations, or affairs or of this sentence, assets held under leases)a type required to be disclosed in Schedule A of Savers' Annual Statement, free and clear of all Liens Liens. All such real property, other than raw land, is in good operating condition and repair and is suitable for its current uses. No improvement on any such real property owned, leased, or held by Savers encroaches upon any real property of any other Person. Savers owns, leases, or has a valid right under Contract to use adequate means of ingress and egress to, from, and over all such real property. SECTION 3.20(B) of the Disclosure Schedule contains a brief description of (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity each parcel of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by Savers (the Company or any of its Subsidiaries (“"Owned Real Property”") (showing the record title holder, legal description, permanent index number, location, improvements, the uses being made thereof and all property leased for the benefit of the Company any indebtedness secured by a mortgage or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (iother Lien thereon) good and marketable title in fee simple to all Owned Real Property and (ii) each option held by Savers to acquire any real property. Complete and correct copies of any title opinions, surveys and appraisals Savers' possession or any policies of title insurance currently in force and in the possession of Savers with respect to each such parcel have heretofore been delivered to SMC. (c) Savers owns good and indefeasible title to, or has a valid leasehold title interest in or has a valid right under Contract to use, all Leased Real Propertytangible personal property that is used in the conduct of its business, in each caseoperations, or affairs, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property All such tangible personal property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair and is suitable for the requirements of the business of the Company and its Subsidiaries as currently conductedcurrent uses. (d) Each Savers has, and at all times after the Closing will have, the right to use, free and clear of any royalty or other payment obligations, claims of infringement or alleged infringement, or other Liens, all marks, names, trademarks, service marks, patents, patent rights, assumed names, logos, trade secrets, copyrights, trade names, and service marks that are used in the conduct of its business, operations, or affairs (of which a true and complete list and description is disclosed in SECTION 3.20(D) of the Company and its Subsidiaries has complied with the terms of all leases to which it is a partyDisclosure Schedule), and all such leases are computer software, programs, and similar systems owned by or licensed to Savers, or any Affiliate of Savers or used in full force the conduct of its business, operations, or affairs (of which a true and effect, except for any such noncompliance or failure to be complete list and description is disclosed in full force and effect that, individually SECTION 3.20(D) of the Disclosure Schedule). Savers is not in conflict with or in the aggregateviolation or infringement of, and Savers has not had and would not reasonably be expected received any notice of any conflict with or violation or infringement of or any claimed conflict with, any asserted rights of any other Person with respect to have a Material Adverse Effect. Each any intellectual property or any computer software, programs, or similar systems, including, without limitation, any of such items disclosed in SECTION 3.20(D) of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19Disclosure Schedule.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances Set forth on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(bSchedule 4.2(t)(i) of the Company Cornerstone Disclosure Letter sets forth Memorandum is a true true, correct, and complete list of all real property owned or leased by the Company Bancshares or Cornerstone, or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit their Subsidiaries, as of the Company or any date of its Subsidiaries this Agreement (including without limitation property carried on the books of Cornerstone as “Leased Other Real PropertyEstate Owned”). Each Bancshares and Cornerstone and each of the Company and its their Subsidiaries has (i) have good and marketable title in fee simple to all Owned Real Property and real property owned by them (ii) good leasehold title to all Leased Real Propertyincluding any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case, case free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments Liens, except Liens for current Taxes and modifications thereto are assessments not yet due and payable for which adequate reserves have been established. Each lease pursuant to which Bancshares or Cornerstone or any of their Subsidiaries leases real property is valid and binding and in full force and effect, and there exists no default under any such lease by the Company, neither Bancshares nor Cornerstone nor any of its Subsidiaries or their Subsidiaries, nor any other party to any such lease, is in breach or default under or in violation of any provision of any such lease. The Cornerstone Parties have previously delivered or made available to the SmartFinancial Parties a true, correct, and complete copy of each such lease, including any amendments thereto. All real property owned or leased by Bancshares or Cornerstone, or any of their Subsidiaries, is in good condition (normal wear and tear excepted), conforms with all applicable ordinances, regulations, and zoning and other Laws, and is reasonably considered by the Cornerstone Parties to be adequate for the current business of the Cornerstone Parties and their Subsidiaries. None of the buildings, structures, or other improvements located on any real property owned or leased by Bancshares or Cornerstone, or any of their Subsidiaries, encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way.` (ii) None of the real property owned or leased by Bancshares or Cornerstone, or any of their Subsidiaries, nor any event whichbuilding, with notice structure, fixture, or lapse of time improvement thereon, is the subject of, or both, would constitute a default thereunder by the Companyaffected by, any condemnation, taking, eminent domain, or inverse condemnation proceeding currently instituted or pending, and the Cornerstone Parties have no Knowledge that any of its Subsidiaries such real property, or any such building, structure, fixture, or improvement, will or may the subject of, or affected by, any such proceeding. Neither Bancshares nor Cornerstone, nor any of their Subsidiaries, has experienced any restriction in access to or from public roads or any restriction in access to any utilities, including water, sewer, gas, electric, telephone, drainage, and other party thereto, except as, individually utilities used by Bancshares or Cornerstone or any of their Subsidiaries in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 operation of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are business as presently conducted; there is no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property pending or, to the knowledge Knowledge of the CompanyCornerstone Parties, Leased Real Property threatened governmental action that could prohibit or interfere with such access; and, to the Knowledge of the Cornerstone Parties, no fact or condition exists which, with the passage of time or the giving of notice, or both, may result in the termination, reduction, or impairment of such access. (iii) Bancshares and Cornerstone and their Subsidiaries have good and marketable title to all personal property owned by the Company them, in each case free and clear of any and all Liens. Each lease pursuant to which Bancshares or Cornerstone, or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Companytheir Subsidiaries, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plantsleases, warehousesas lessee, distribution centers, structures personal property is valid and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects binding and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for and neither Bancshares nor Cornerstone, nor any of their Subsidiaries, nor any other party to any such noncompliance or failure to be lease, is in full force and effect that, individually default under or in breach or violation of any provision of any such lease. The personal property owned or leased by Bancshares and Cornerstone and their Subsidiaries is in good condition, normal wear and tear excepted, and is sufficient for the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each carrying on of the Company business of Bancshares and its Cornerstone and their Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19ordinary course consist with past practice.

Properties. (a) The Company Schedule 5.08(a) correctly describes all real ---------- ---------------- property used in the Business included in the Assets (the "Real Property"), ------------- which CLARITY owns, leases or one subleases, any title insurance policies and surveys with respect thereto, and any Liens thereon, specifying in the case of its Subsidiaries leases or subleases, the name of the lessor or sublessor, the lease term and basic annual rent. (b) Schedule 5.08(b) correctly describes all personal property used ---------------- in the Business included in the Assets, including but not limited to the Materials, equipment, furniture, vehicles, spare and replacement parts, and other trade fixtures and fixed assets, which CLARITY owns, leases or subleases, and any Liens thereon, specifying in the case of leases or subleases, the name of the lessor or sublessor, the lease term and basic annual rent. (i) CLARITY has good and valid marketable, indefeasible, fee simple title to, or in the case of leased property and leased tangible assets, a Real Property has valid leasehold interest interests in, all of its assets constituting personal property Assets (excludingwhether real, for purposes of this sentencepersonal, assets held under leasestangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date (the "Assets"), free except for the properties and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or assets sold since the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising Balance Sheet Date in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)practices. (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear All leases of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto personal property are in full force good standing and effectare valid, binding and enforceable in accordance with their respective terms, and there exists no default does not exist under any such lease by the Company, of real property or personal property any of its Subsidiaries Page 8 material default or any other party thereto, nor any event which, which with notice or lapse of time or both, both would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducteddefault. (d) Each No Asset is subject to any Lien, except: (i) Liens disclosed on the Balance Sheet; (ii) Liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet); or (iii) Liens which do not materially detract from the value of such Asset as now used, or materially interfere with any present or intended use of such Asset (clauses (i), (ii) and (iii) are, collectively, the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect"Permitted --------- Liens"). Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.-----

Properties. (a) SCHEDULE 2.12A sets forth a complete list and description of all real property owned or leased by the Company and its Subsidiaries (the "REAL PROPERTY"). The Company or one of and its Subsidiaries has good good, marketable and valid insurable fee simple (or leasehold) title to, or in to the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)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 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 (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in any Subsidiaries, has any right to occupy or possess any of the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights Real Property or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually structures or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)buildings. (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the The Company and its Subsidiaries has (i) have good and marketable title to (or valid leasehold interest in) all personal property used in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each casethe Business, free and clear of all Liens except Permitted Liens. No parcel as disclosed in SCHEDULE 2.12B. To the best of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemnedSellers' knowledge, expropriated or otherwise taken by any public authority with or without payment of compensation thereforthe machinery, nor, to the knowledge equipment and other tangible personal property constituting a part of the CompanyAssets (whether owned or leased), has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding well-maintained in accordance with their terms following industry standards, are in good condition and repair (subject to normal wear and tear) and are adequate in quantity and quality for the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge operation of the Company, Leased Real Property by Business as presently conducted. SCHEDULE 2.12B contains a list and description of all (i) equipment and (ii) other tangible personal property of the Company or any Subsidiary with a book value (before depreciation) of its Subsidiaries for $10,000 or more. Prior to the current or contemplated use of such real property. To Closing, the knowledge of Company shall acquire good and marketable title to all personal property used in the CompanyBusiness that, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for date hereof, is leased by the requirements of the business Company from Affiliates of the Company and its Subsidiaries as currently conductedor any Seller. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (iSection 2.8(a) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or Disclosure Schedule identifies (x) the street address of each parcel of Company Leased Real Property, (y) the identification of the Company Leases and the Company Ancillary Lease Documents and (z) the identity of the lessor, lessee and current occupant (if different than the lessee) of each such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature parcel of zoning restrictionsCompany Leased Real Property. With respect to each Company Lease, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do except as would not, individually or in the aggregate, impair present business operations at such propertieshave a Company Material Adverse Effect: (i) the Company Leases and the Company Ancillary Lease Documents are valid, (iv) existing Liens disclosed binding and, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights and general principles of equity, enforceable and in full force and effect and have not been modified or amended, and the Company or a Subsidiary of the Company’s consolidated balance sheet , as at December 31applicable, 2010 (or the notes thereto) included in the holds a valid and existing leasehold interest under such Company SEC Documents; Leases free and (v) clear of any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Encumbrances except Permitted Encumbrances. The Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) have delivered or made available to Talos full, complete and accurate copies of each of the Company Leases and all Company Ancillary Lease Documents described in Section 4.18(b2.8(a)(i) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries Schedule; (“Owned Real Property”ii) and all property leased for the benefit none of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order Encumbrance other than a Permitted Encumbrance; (iii) the Company Leases and all Company Ancillary Lease Documents shall continue to be sold legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iv) with respect to each of the Company Leases, none of the Company or is being condemnedits Subsidiaries has exercised or given any notice of exercise, expropriated nor has any lessor or otherwise taken by landlord exercised or received any public authority with notice of exercise, of any option, right of first offer or without payment right of compensation thereforfirst refusal contained in any such Company Lease or Company Ancillary Lease Document, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation; (v) none of the Company or its Subsidiaries, nor, to the knowledge Knowledge of the Company, has any such condemnationother party to any Company Leases or Company Ancillary Lease Documents is in breach or default, expropriation or taking been proposed. All leases and, to the Knowledge of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any no event has occurred which, with notice or lapse of time or bothtime, would constitute such a breach or default thereunder by or permit termination, modification or acceleration under the CompanyCompany Leases or any Company Ancillary Lease Documents; (vi) no party to the Company Leases has repudiated any provision thereof and there are no disputes, oral agreements or forbearance programs in effect as to the Company Leases; and (vii) none of the Company or its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any of its Subsidiaries or any other party thereto, except as, individually or rights and interest in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 leasehold or subleasehold under any of the Company Disclosure Letter relating to Leases or any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimeCompany Ancillary Lease Documents. (cb) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property orThe Company and its Subsidiaries own good title, free and clear of all Encumbrances, to the knowledge of the Companyall personal property and other non-real estate assets, Leased Real Property by in all cases excluding the Company or any of Intellectual Property, necessary to conduct the Company Business, except for Permitted Encumbrances. The Company and its Subsidiaries for Subsidiaries, as lessees, have the current or contemplated use of such real property. To the knowledge of the Companyright under valid and subsisting leases to use, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures possess and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in control all material respects and are in good operating condition and repair for the requirements of the business of personal property leased by the Company and its Subsidiaries as currently conductednow used, possessed and controlled by the Company or its Subsidiaries, as applicable. (c) The Company Leased Real Property constitutes all of the real property used or occupied by the Company and its Subsidiaries in connection with the conduct of the Company Business. (d) Each None of the Company and or its Subsidiaries has complied with the terms of all leases to which it any Company Owned Real Property, nor is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and or its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesa party to or bound by or subject to any agreement, except for contract or commitment, or any such failure option to do so thatpurchase, individually any real or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual immovable property, which is the subject of Section 4.19.

Properties. (a) The Except as would not reasonably be expected to result in a material expense or liability to the Company or one any Company Subsidiary or otherwise interfere in any material respect with the conduct of its their respective businesses being conducted on the date hereof, the Company and the Company Subsidiaries has good have good, valid and valid marketable title to, or in the case of leased property and leased tangible assets, a valid leasehold interests in or other comparable contract rights in or relating to all personal properties that are material to the Company’s business on a consolidated basis, and all such personal properties, other than personal properties in which the Company or any Company Subsidiary has a leasehold interest inor other comparable contract right, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), are free and clear of all Liens other than Liens, except (i) statutory ad valorem and real estate and other Liens for current taxes and assessments Taxes not yet past due and payable, that are payable without penalty or the amount or validity of which is that are being contested in good faith by appropriate proceedingsand for which adequate reserves have been recorded, (ii) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriersworkers’ or and similar Liens arising incurred in the ordinary course of business, (iii) Liens incurred in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing workers’ compensation, unemployment insurance and other types of money or the obtaining of advances or credit and that do not, individually social security or in the aggregateordinary course of business to secure the performance of tenders, impair present business operations at such propertiesstatutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations and (iv) existing Liens disclosed that are not reasonably likely to adversely interfere in a material way with the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, current use and operation of the properties or assets to which they relate in the business of the Company and its Subsidiaries as currently conducted encumbered thereby (collectively, “Permitted Liens”). (b) Section 4.18(bExcept as would not reasonably be expected to result in a material expense or liability to the Company or any Company Subsidiary or otherwise interfere in any material respect with the conduct of their respective businesses being conducted on the date hereof: (i) (x) the Company or a Company Subsidiary has good and marketable fee simple title to, and holds a policy of title insurance (which policy of title insurance, to the knowledge of the Company Disclosure Letter sets forth a true Company, is valid and complete list effective) on, all of all the real property owned by the Company or any of its the Company Subsidiaries (the “Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except (other than Permitted Liens. No parcel ), (y) neither the Company nor any Company Subsidiary has leased or otherwise granted to any person the right to use or occupy all or any material portion of such Owned Real Property, and (z) neither the Company nor any Company Subsidiary has granted any outstanding options, rights of first refusal, rights of first offer or other third party rights to purchase such Owned Real Property or Leased Real Property is any material portion thereof, (ii) to the knowledge of the Company, the Company or a Company Subsidiary has a good and valid leasehold or other occupancy interest in all real property subject to any governmental decree a Company Lease (such leased real property, together with the Owned Real Property, the “Real Property”), free and clear of all Liens (other than Permitted Liens), and each Company Lease is valid, binding and enforceable on the Company or order to be sold or is being condemnedthe Company Subsidiary, expropriated or otherwise taken by any public authority with or without payment of compensation thereforas the case may be, norand, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property each other party thereto and all amendments and modifications thereto are is in full force and effect, except for those Company Leases that pursuant to their terms have expired or been terminated (other than termination by one party to a Company Lease for breach by another party to such Company Lease), and there exists no except that such enforceability may be (i) limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally and (ii) subject to general equitable principles (whether considered in a proceeding in equity or at law), (iii) none of the Company or any of the Company Subsidiaries has received written notice of any default under any such lease by Company Lease, which default continues on the Companydate of this Agreement, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased there is no event that with the giving of notice or the passage of time would constitute a default under any Company Lease, (iv) to the knowledge of the Company, all buildings, facilities, structures and fixtures included in the Real Property by (giving due account to the Company or any age and length of its Subsidiaries for the current or contemplated use of such real property. To same, ordinary wear and tear excepted) are in good operating condition and repair (except for ordinary, routine maintenance and repairs that are not material in nature or cost), and (v) to the knowledge of the Company, there are no material latent defects pending or material adverse physical conditions affecting threatened (i) appropriation, condemnation, eminent domain or like proceedings related to the Owned Real Property or Leased (ii) proceedings to change the zoning classification, variance, special use, or other applicable land use law of any portion of the Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (ai) The Each of the Company or one of and its Subsidiaries has good and valid marketable title to, or in the case of leased property and leased tangible assets, a assets has valid and enforceable leasehold interest interests in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)properties and tangible assets, free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens Liens, except for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, Permitted Liens. (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ The material `properties and tangible assets owned or similar Liens arising in the ordinary course of business of leased by the Company and its Subsidiaries, or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate otherwise have the right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the business same manner as they are currently conducted. The tangible assets and properties (including the electrical, power, cooling and mechanical infrastructure) of the Company and each of its Subsidiaries as currently conducted (“Permitted Liens”)are each in good working order, and have been maintained in accordance with prudent industry practice. (biii) Section 4.18(b3.01(o)(iii) of the Company Disclosure Letter sets forth a true complete and complete correct list of all real property owned and interests in real property leased by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (each such property, a “Leased Real Property”). Neither the Company nor any of its Subsidiaries currently owns in fee any real property or interests in real property. (iv) With respect to each Leased Real Property, (A) the Merger and the other transactions contemplated by this Agreement do not require the consent of any party to any lease, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (C) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. (v) Each of the Company and its Subsidiaries has (i) good and marketable title is in fee simple to compliance in all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear material respects with the terms of all Liens except Permitted Liens. No parcel leases of Owned Real Property or Leased Real Property to which it is subject to any governmental decree a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of the Company or order to be sold or is being condemnedits Subsidiary, expropriated or otherwise taken by any public authority with or without payment of compensation thereforas the case may be, norand, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any each other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of enforceable against the Company Disclosure Letter relating to any Leased Real Property have been obtainedor such Subsidiary, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following as the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property orcase may be, and, to the knowledge of the Company, Leased Real Property against the other party or parties thereto, in each case, in accordance with its terms, except as enforceability thereof may be limited by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse EffectBankruptcy Exceptions. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all such leasesthe leases to Leased Real Property to which it is a party and under which it is in occupancy. (vi) There is no loss of occupancy certificate nor loss of other permits pending or, except for to the knowledge of the Company, threatened by or against any such failure person affecting or which could affect the ability of the Company or any of its Subsidiaries to do so thatuse, individually occupy or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19operate any Leased Real Property or any portion thereof or interest therein.

Properties. (a) The Company or one of its Subsidiaries has good Seller Disclosure Schedule 3.09(a) correctly describes all real property leased by Seller under the Net Lease Agreement dated October 31, 1995 by and valid among Landlord's predecessor in interest, Opus/Puget Western I, L.L.C., Seller and Seller's predecessor in interest, McCaw Property Investments, Inc., as amended by Amendment 1 to Net Le▇▇▇ ▇greement dated January 3, 1996 and Amendment 2 to Net Lease Agreement dated September 18, 1996 (as amended, the "Lease"), the rights and obligations under which Lease are being assigned to and assumed by Acquisition Subsidiary (the "Real Property"), any title to, or insurance policies and surveys with respect thereto in the case possession of leased property Seller, and leased tangible assetsany Liens thereon granted by or, a valid leasehold interest into Seller's Knowledge, all imposed by operation of its assets constituting personal property (excludinglaw through Seller, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or specifying the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business name of the Company lessor or such Subsidiary consistent with past practice (iii) encumbrances on real property in sublessor, the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, lease term and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)basic annual rent. (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries Seller has (i) good and marketable title in fee simple to all Owned Real Property Purchased Assets and (ii) good has a valid leasehold title to all Leased interest in the Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property Purchased Asset is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party theretoLien, except asLiens which do not materially detract from the value of such Purchased Asset, individually or in materially interfere with any present use of such Purchased Asset, including Liens for current Taxes not yet due and payable (the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time"Permitted Liens"). (c) There are no contractual or legal restrictions that preclude or materially restrict To Seller's Knowledge, (i) the ability to use any Owned plants, buildings and structures included in the Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are have no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plantsdefects, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and (ii) 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 wear and tear excepted), (iii) are adequate and suitable for the requirements of the business of the Company their present uses and its Subsidiaries as currently conducted(iv) are structurally sound. (d) Each To Seller's Knowledge, the plants, buildings and structures included in the Real Property currently 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 Company Business as it has heretofore been conducted. (e) To Seller's Knowledge, the use, occupancy and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each operation of the Company Real Property as currently used, occupied and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesoperated, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual propertyconstitute a nonconforming use under applicable building, which is the subject of Section 4.19zoning, subdivision and other land use and similar laws, regulations and ordinances.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, ’s and carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, not materially impair the continued ownership, use and use, operation or value of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good and marketable leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all All leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, or Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there There are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. To the knowledge of the Company, the Owned Real Property and Leased Real Property is in compliance with all existing laws with respect to zoning, building, fire, safety, health codes and sanitation. (d) Each of the Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b3.2(o)(i) of the Company Parent Disclosure Letter sets forth in all material respects a true true, correct and complete list of all (A) the address of each real property owned or leased (for the avoidance of doubt, as lessor or lessee) by Parent or any of its Subsidiaries, name of the Company 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 (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 the address of each facility and real property which, as of the date of this Agreement, is under contract by Parent, a Subsidiary of Parent or any Parent Joint Venture for purchase or which is required under a written agreement to be leased or subleased as tenant or subtenant by Parent, a Subsidiary of Parent or any Parent Joint Venture after the date of this Agreement. Except as 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 (“Owned Real Property”) and all property leased for the benefit is obligated to buy, lease or sublease at some future date. None of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the CompanyParent, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to Parent Joint Ventures owns or leases any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (creal property which is not set forth on Section 3.2(o)(i) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedParent Disclosure Letter. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company All real and personal property owned by SCB or one any of its Subsidiaries has or presently used by any of them in their respective business is in a good condition (ordinary wear and valid title to, or tear excepted) and is sufficient to carry on their respective business in the case ordinary course of leased property business consistent with their past practices. SCB has good, marketable and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)indefeasible title, free and clear of all Liens Liens, to all of the material properties and assets, real and personal, reflected on the consolidated balance sheet of SCB as of June 30, 2015, or acquired after such date, other than properties sold by SCB or any of its Subsidiaries in the ordinary course of business, except (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of payable for which is being contested in good faith by appropriate proceedingsadequate reserves have been established, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising pledges to secure deposits incurred in the ordinary course of its banking business of the Company or such Subsidiary consistent with past practice practice, (iii) encumbrances on real property such imperfections of title, easements and encumbrances, if any, as are not material in the nature of zoning restrictionscharacter, easements, rights of way, encroachments, restrictive covenants, amount or extent and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in as reflected on the Company’s consolidated balance sheet of SCB as at December 31of June 30, 2010 (2015. All real and personal property which is material to SCB’s business on a consolidated basis and leased or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned licensed by the Company SCB or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit is held pursuant to leases or licenses which are valid obligations of the Company SCB or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, norand, to the knowledge of the CompanySCB’s Knowledge, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding obligations of the other parties thereto, enforceable against SCB or such Subsidiary of SCB, and to SCB’s Knowledge, the other parties thereto, in accordance with their terms following (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles). Such leases will not terminate or lapse prior to the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict Time and SCB and each of its Subsidiaries has the ability right to use any Owned Real Property orand occupy such leased real property for the full term, to and in accordance with the knowledge conditions of the Company, Leased Real Property by the Company or lease relating thereto. Neither SCB nor any of its Subsidiaries for the current has received any written notice of termination, cancellation, breach or contemplated use of default under any such real propertyproperty lease and, to the Knowledge of SCB as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any real property lease, (B) give any Person the right to declare a default or exercise any remedy under any real property lease, (C) give any Person the right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify any real property lease. To the knowledge of the CompanySCB’s Knowledge, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company SCB and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force compliance with all applicable health and effectsafety related requirements for the real property owned by any of them, except for any such noncompliance or failure to be in full force and effect thatincluding those requirements under the Americans with Disabilities Act of 1990, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19as amended.

Properties. (a) None of the Company or the Subsidiaries owns, or has ever owned, or has any right to acquire any real property. The Company and the Subsidiaries have valid leasehold interests in all leased real property. None of such property is subject to any Lien, except: (i) Liens for Taxes not yet due or one being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet in accordance with GAAP); (ii) mechanic’s, landlord’s, ▇▇▇▇▇▇▇’▇, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of its business that are not yet due and payable or are being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet in accordance with GAAP); (iii) with respect to real property, zoning ordinances and other land use restrictions or regulations, building or use restrictions, recorded easements and other restrictions of legal record; (iv) with respect to real property, all matters set forth in the leases for such leased real property; (v) limitations by bankruptcy or other Applicable Laws affecting creditors’ rights generally or equitable principles; (vi) Liens securing the Closing Indebtedness or the Unpaid Transaction Expenses that must be discharged at or as promptly as practicable after Closing; (vii) Liens created pursuant to the transactions contemplated by this Agreement; (viii) Liens which do not materially detract from the value or materially interfere with any present or intended use of such property; and (ix) Solely with respect to the representations and warranties contained in this Article 3 made at and as of the date of this Agreement (but not at and as of the Closing Date), Liens set forth on Section 3.15 of the Company Disclosure Schedules (clauses (i) through (ix) of this Section 3.15(a) are, collectively, the “Permitted Liens”). (b) The Company and the Subsidiaries has have good and valid title to, or in the case of leased property and leased tangible assets, a assets have rights to use pursuant to valid leasehold interest or license interests in, all of its assets constituting personal property and assets (excludingwhether tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date, except for purposes properties and assets disposed of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or since the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising Balance Sheet in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real practice. None of such property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party theretoLien, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective TimePermitted Liens. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, After giving effect to the knowledge termination of intercompany Contracts, services and other arrangements pursuant to Section 7.05, the Company, Leased Real Property property and assets owned or leased by the Company and its Subsidiaries, or any of its Subsidiaries for which they otherwise have the current or contemplated use of such real property. To the knowledge right to use, constitute all of the Company, there are no material latent defects property and assets used or material adverse physical conditions affecting held for use in connection with the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business respective businesses of the Company and its the Subsidiaries and are adequate to conduct such businesses as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Company or one Borrower and each of its Subsidiaries the other Loan Parties has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest interests in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, valid easements, rights of way, encroachments, restrictive covenants, and way or other similar rights or restrictions that were not incurred property interests in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) real and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real personal Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel Encumbrances. (b) The Gathering Systems are covered by valid and subsisting recorded fee deeds, leases, easements, rights of Owned Real Property way, servitudes, permits, licenses and other instruments and agreements (collectively, “Rights of Way”) in favor of the Borrower or Leased Real Property is any other applicable Loan Party (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Gathering Systems to be so covered, individually or in the aggregate, (i) does not interfere with the ordinary conduct of business of any Loan Party, (ii) does not materially detract from the value or the use of the Gathering Systems, and (iii) could not reasonably be expected to have a Material Adverse Effect. (c) The Rights of Way establish a contiguous and continuous right of way for the Gathering Systems and grant the Borrower or any other applicable Loan Party (or their predecessors in interest) the right to construct, operate, and maintain the Gathering Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the applicable Loan Parties have inspected, operated, repaired, and maintained the Gathering Systems prior to the Effective Date; provided, however, (i) some of the Rights of Way granted to the Loan Parties (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor, (ii) some of the Rights of Way cross properties that are subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment Liens in favor of compensation therefor, nor, third parties that have not been subordinated to the knowledge Rights of Way; and (iii) some Rights of Way are subject to certain defects, limitations and restrictions; provided, further, none of the Companylimitations, has defects, and restrictions described in clauses (i), (ii) and (iii) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of business of any such condemnationLoan Party, expropriation (y) materially detract from the value or taking been proposedthe use of the Gathering Systems or (z) could reasonably be expected to have a Material Adverse Effect. (d) Each Disposal Facility and Gathering System is located on lands covered by fee deeds, real property leases, or other instruments (collectively “Deeds”) or Rights of Way in favor of the Borrower or any other applicable Loan Party (or their predecessors in interest) and their respective successors and assigns. The Deeds and Rights of Way grant the Borrower or any other applicable Loan Party (or their predecessors in interest) the right to construct, operate, and maintain the applicable Disposal Facility or Gathering System on the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets. Each Loan Party holds all Disposal Permits required for the operation of its Disposal ▇▇▇▇▇. (e) All leases Rights of Leased Real Property Way and all amendments Deeds necessary for the conduct of the business of the Borrower and modifications thereto the other Loan Parties are valid and subsisting, in full force and effect, and there exists no breach, default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event whichor circumstance that, with the giving of notice or lapse the passage of time or both, would constitute give rise to a default thereunder under any such Rights of Way or Deeds that could reasonably be expected to have a Material Adverse Effect. All rental and other payments due under any Rights of Way or Deeds by any Loan Party (and their predecessors in interest) have been duly paid in accordance with the Company, any of its Subsidiaries or any other party theretoterms thereof, except asto the extent that a failure to do so, individually or in the aggregate, has not had and would could not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (cf) There are no contractual The rights and Properties presently owned, leased or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property licensed by the Company or any Borrower and the other Loan Parties including, without limitation, all Rights of its Subsidiaries for Way and Deeds, include all rights and Properties necessary to permit the current or contemplated use of such real property. To Borrower and the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained Loan Parties to conduct their businesses in all material respects and are in good operating condition and repair for the requirements of same manner as such businesses have been conducted prior to the business of the Company and its Subsidiaries as currently conducteddate hereof. (dg) Each Loan Party has paid all royalties payable under the Disposal Leases, except those contested in good faith and by appropriate proceedings and reserves for the payment of which are being maintained in accordance with GAAP. (h) Neither the businesses nor the Properties of any of the Company Loan Parties is affected in any material and its Subsidiaries adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (i) No material shut-in, termination or suspension of any business or any operation of Midstream Property of the Loan Parties due to an adverse change in the regulatory enforcement of the Loan Parties’ Midstream Services has complied with the terms of all leases to which it is a party, and all such leases are in full force and effectoccurred, except for any such noncompliance or failure to be in full force and effect thatmatters which, individually or in the aggregate, has not had and would could not reasonably be expected to have a Material Adverse Effect. Each (j) No eminent domain proceeding or taking has been commenced or, to the knowledge of any of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under Loan Parties, is contemplated with respect to all such leasesor any portion of the Midstream Properties, except for any such failure to do so thatthat which, individually or in the aggregate, has not had and would could not reasonably be expected to have a Material Adverse Effect. This Section 4.18 . (k) The Borrower and each other Loan Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Borrower and such Loan Party does not relate 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 intellectual property, which is the subject of Section 4.19result in a Material Adverse Effect. (l) No Loan Party owns any Building or Manufactured (Mobile) Home that constitutes Mortgaged Property.

Properties. (a) The Company or one the Bank has good, marketable fee simple title to all the properties and assets (including, for the avoidance of its Subsidiaries has good doubt, each of the owned branches listed on Section 3.17 of the Company Disclosure Schedule (the “Owned Branches”) and valid title tothe OREO) reflected in the Balance Sheet as being owned by Company or the Bank, or acquired after the date thereof, except properties sold or otherwise disposed of since the date thereof in the case ordinary course of leased property and leased tangible assetsbusiness (collectively, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leasesthe “Company Owned Properties”), free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedingsLiens, (ii) mechanics’charges, workmen’sclaims, repairmen’spledges, landlord’sconditions, warehousemen’sequitable interests, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictionsoptions, security interests, mortgages, easements, encroachments, rights of way, encroachmentsrights of first refusal, restrictive covenantsor restrictions of any kind (collectively, “Encumbrances”) except (i) Permitted Liens, (ii) Liens for real property Taxes not yet due and payable, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and (iii) Encumbrances that do not, individually not materially affect the use of the properties or in the aggregate, assets subject thereto or affected thereby or otherwise materially impair present current business operations at such propertiesproperties (collectively, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted LiensEncumbrances”). (b) Company or the Bank has good, marketable leasehold title to all the leased properties reflected in the Financial Statements, or acquired after the date thereof, except for leases that have expired by their terms since the date thereof (collectively, the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Encumbrances of any nature whatsoever, except (i) the lessor’s reversionary interest in the Company Leased Properties pursuant to the applicable lease, true and complete copies of which have been delivered to Purchaser, and (ii) Permitted Encumbrances. Company or the Bank is in possession of the Company Leased Properties, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of Company, the lessor. The Company Real Property is in material compliance with all applicable restrictive covenants, zoning and land use laws and approvals, and all building, fire safety and accessibility codes and regulations, and the buildings and improvements located on the Company Real Property, taken as a whole, are in reasonable operating condition. There are no pending or, to the Knowledge of Company, threatened (in writing) condemnation proceedings against the Company Real Property. Section 4.18(b) 3.17 of the Company Disclosure Letter Schedule sets forth a true and complete list list, as of the date hereof, of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Neither the Company or one nor any of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (i) statutory ad valorem and own any real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the property. The Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) leases or subleases all real property used in the Business. Section 4.18(b2.11(a) of the Company Disclosure Letter sets forth a true and complete list of all leases, subleases and other agreements involving real property owned by and to which the Company or any of its Subsidiaries are a party (each, a “Owned Real PropertyProperty Lease”) and provides a description of all real property leased for the benefit of leased, subleased, or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), specifying the name of the lessor or sublessor, the lease term (including any renewal or extension terms), the address of the real property, and the basic annual rent of each Real Property. Each True, correct and complete copies of all Real Property Leases (including any and all amendments, modifications, side letters, information with respect to security deposits, extensions and supplements thereto) have been made available to Parent. (b) Except as set forth in Section 2.11(b) of the Disclosure Letter (none of which shall materially interfere with the intended use, operation or value of the Real Property), the Company and its Subsidiaries have, as applicable, valid leasehold interests in the Real Property, subject only to the terms and conditions of the applicable Real Property Lease and to any Permitted Liens. Except as set forth on Section 2.11(b) of the Disclosure Letter, neither the Company nor its Subsidiaries, as applicable, have leased or otherwise granted to any Person the right to use or occupy any Real Property or any portion thereof. (c) All of the land, buildings, structures and other improvements used in and necessary for the operation and conduct of the businesses of the Company and its Subsidiaries has (i) good and marketable title are included in fee simple to all Owned the Real Property and are, in the aggregate, in adequate operating condition and repair, normal wear and tear excepted. (iid) good leasehold title The Company and its Subsidiaries have adequate means of ingress and egress to all the Leased Real Property, . (e) Except as set forth in each case, free and clear Section 2.11(e) of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, northe Disclosure Letter, to the knowledge Knowledge of the Company, has and other than the rights of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer, rights of first refusal or other rights in favor of any such condemnation, expropriation Person to purchase all or taking been proposed. All leases any portion of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, ’s or any of its Subsidiaries’ interest in the Real Property. Furthermore, neither the Company nor its Subsidiaries are a party to any agreement or option to purchase any real property or interest in real property. (f) Neither the Company nor its Subsidiaries are, and, to the Company’s Knowledge, no other party theretoto any Real Property Lease is, nor in breach or default in any material respect under the applicable Real Property Lease, and, to the Company’s Knowledge, no event has occurred or circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both, would constitute such a default thereunder by the Company, any of its Subsidiaries breach or 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. Assuming all consents, approvals and authorizations listed in Section 4.5 of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Timedefault. (cg) There are no contractual Except as set forth in Section 2.11(g) of the Disclosure Letter, neither the Company nor its Subsidiaries has received written notice of any pending condemnation, eminent domain, adverse possession or legal restrictions that preclude or materially restrict similar proceeding of any kind against the ability to use any Owned Real Property oror any portion thereof and, to the knowledge Company’s Knowledge, none are threatened against the Real Property. (h) Except as set forth in Section 2.11(h) of the CompanyDisclosure Letter, Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of (i) to the Company’s Knowledge, there are no material latent defects or material adverse physical conditions affecting existing facts which would prevent the Owned Real Property or Leased from being used after the Closing Date in a manner comparable to the present use prior to the Closing Date and (ii) the use of the Real Property. All plants, warehousesor any portion thereof and the improvements erected thereon, distribution centersdoes not, structures in any material respect, breach, violate or conflict with (A) any covenants, conditions or restrictions applicable thereto, to the Company’s Knowledge, or (B) the terms and other buildings on the Owned provisions of any Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedLease relating thereto. (d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.

Properties. (a) The Except as set forth on Schedule 5.15(a), each of the Company or one of and its Subsidiaries has good good, valid and valid marketable title to, or in the case of leased property properties and leased tangible assets, a valid leasehold interest interests in, all of its the assets constituting personal property and properties that it owns or uses and that are reflected on the Company's most recent consolidated balance sheet (excluding, for purposes of this sentence, assets held under leasesor in the footnotes related thereto) included in the Available Company SEC Documents (the "Company Balance Sheet"), free or that were thereafter acquired (except for assets and clear properties sold, consumed or otherwise disposed of all Liens other than (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business of since such date) except where the Company failure to have such title or such Subsidiary consistent with past practice (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, impair present business operations at such properties, (iv) existing Liens disclosed in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and (v) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and valid leaseholds would not reasonably be expected to have a Material Adverse Effect. Assuming , and such assets and properties are owned free and clear of all consentsLiens, approvals and authorizations listed except for (a) Liens reflected in Section 4.5 the consolidated balance sheet of the Company Disclosure Letter relating to any Leased Real Property have been obtainedincluded in the Available Company SEC Documents, all leases (b) Liens consisting of Leased Real Property shall remain valid zoning or planning restrictions, easements, permits and binding other restrictions or limitations on the use of real property or irregularities in accordance with their terms following title thereto, which do not materially impair the Effective Time. (c) There are no contractual value of such properties or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property such properties by the Company or any of its Subsidiaries in the operation of their respective businesses, (c) Liens for the current Taxes, assessments or contemplated use of such real property. To the knowledge of the Company, there governmental charges or levies on property not yet delinquent and Liens for Taxes that are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Property. All plants, warehouses, distribution centers, structures being contested in good faith by appropriate proceedings and other buildings for which an adequate reserve has been provided on the Owned Real Property or Leased Real Property are adequately maintained in all material respects and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. appropriate financial statements, (d) Each inchoate mechanics' and materialmen's Liens for construction in progress, (e) workmen's, repairmen's, warehousemen's and carrier's Liens arising in the ordinary course of the Company business and its Subsidiaries has complied with the terms of all leases (f) Liens which have not and would not reasonably be expected to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thathave, individually or in the aggregate, a Material Adverse Effect. (b) There is no default under any lease of real property to which the Company or any of the Subsidiaries is a party or, to the Company's Knowledge, by any other party thereto, and no event has not had and occurred that, with the lapse of time or the giving of notice or both, would not constitute a default by the Company or any Subsidiary thereunder, except for such defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.