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. (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) 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. (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 Security and its Subsidiaries has subsidiaries have 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)marketable title, free and clear of all Liens other than liens, encumbrances, charges, defaults or equitable interests to all of the properties and assets, real and personal, reflected in the Security SEC Documents as being owned by Security as of March 31, 2000, or acquired after such date, except (i) statutory ad valorem and real estate and other Liens liens for current taxes and assessments in amounts not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedingsand payable, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising pledges to secure deposits and other liens incurred in the ordinary course of business of the Company or such Subsidiary consistent with past practice banking business, (iii) encumbrances on real property in the nature such imperfections of zoning restrictionstitle, easements, rights encumbrances, liens, charges, defaults or equitable interests, if any, as do not affect the use of way, encroachments, restrictive covenants, and other similar rights properties or restrictions that were not incurred in connection with the borrowing of money assets subject thereto or the obtaining of advances affected thereby or credit and that do not, individually or in the aggregate, otherwise impair present business operations at such properties, (iv) existing Liens disclosed dispositions and encumbrances in the Company’s consolidated balance sheet as at December 31, 2010 (or the notes thereto) included ordinary course of business none of which exceed $25,000 in the Company SEC Documents; aggregate, and (v) any such matters liens on properties acquired in foreclosure or on account 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 debts previously contracted. All leases pursuant 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 Security or any of its Subsidiaries subsidiaries, as lessee, leases real or personal property (“Owned Real Property”) and all property leased except for the benefit of the Company leases that have expired by their terms or that Security or any of its Subsidiaries (“Leased Real Property”). Each of such subsidiary has agreed to terminate since the Company and its Subsidiaries has (idate hereof) 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 are valid 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 lessee or, to Security's knowledge, the knowledge lessor. All of the Company, Leased Real Property by the Company or any assets of Security and 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 subsidiaries are in good operating condition and repair for the requirements of repair, ordinary wear and tear excepted, and are adequate to continue to conduct the business of the Company Security and its Subsidiaries subsidiaries as currently such businesses are presently being conducted. (d) Each . All buildings and improvements of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases Security are in full force good condition (normal wear and effecttear excepted), except are structurally sound and are not in need of material repairs, are fit for their intended purposes and are adequately serviced by all utilities necessary for the effective operation of business as presently conducted at that location. No real property of Security or its subsidiaries is in material violation of any zoning regulation, building restriction, restrictive covenant, ordinance, or other law, order, regulation or requirement relating to any Security real property. There is no proposal under active consideration by any public or governmental authority or entity to acquire Security real property 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 Effectgovernmental purpose. 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 No real property is the subject of Section 4.19any condemnation action.

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) 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. (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 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 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. (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. (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 (i) Except as set forth on Schedule 4.8(a) of the Seller Disclosure Letter, the XxXxxx Partnerships or one the Seller Subsidiaries own good and insurable fee simple title (or, with respect to those real properties listed on Schedule 4.8(a) of its Subsidiaries has the Seller Disclosure Letter as being leasehold interests, own good and valid title toleasehold estates) to each of the real properties identified on Schedule 4.8(a) of the Seller Disclosure Letter (the "XxXxxx Partnership Properties"), or which are all of the real estate properties owned by them as of the date of this Agreement, and no other person has any ownership interest in the case XxXxxx Partnership Properties or any contract, option, right of leased property and leased tangible assetsfirst refusal or other agreement to purchase any XxXxxx Partnership Property or any part thereof, a valid leasehold interest in, all except as set forth on such Schedule 4.8(a) or otherwise provided in this Agreement. As of its assets constituting personal property (excluding, for purposes the date of this sentenceAgreement, assets held under leases)Schedule 4.8(a) of the Seller Disclosure Letter contains a list of the latest surveys and owner's title policies obtained by Sellers with respect to each of the XxXxxx Partnership Properties, true and complete copies of which surveys and title policies have been made available to the Company. Each of the XxXxxx Partnership Properties is owned by the XxXxxx Partnerships or the Seller Subsidiaries, free and clear of all Liens Liens, mortgages or deeds of trust, security interests or other than encumbrances on title (collectively, "Encumbrances") and is not subject to any rights of way, easements, restrictive covenants, (i) statutory ad valorem Property Restrictions and real estate Encumbrances disclosed on the title commitments attached to the letter agreement between Lawyer's Title Insurance Corporation and other Liens for current taxes and assessments not yet past due Arent Fox Xxxxxxx Xxxxxxx & Xxxx PLLC, dated as of June 23, 1999 (such title commitments, as marked, together with such letter agreement, the "Title Commitments"), or the amount or validity of which the Company has knowledge (other than the Other Items, matters disclosed by new surveys of a XxXxxx Partnership Property obtained by the Company after June 1, 1999 (unless such matters were specifically and expressly disclosed by, and were readily and directly apparent from, the existing surveys referenced on Schedule 4.8(a)), matters marked "omit", "delete" or otherwise noted as being required to be omitted or satisfied on the Title Commitments, and matters identified as the "Task List" (excluding the matters listed on Schedule A to the Task List) on Schedule 4.8(a) of the Seller Disclosure Letter); (ii) Property Restrictions imposed or promulgated by law or any Governmental Entity with respect to real property, including zoning regulations, which would not materially and adversely affect the continued use or value of any XxXxxx Partnership Property as it is being used as of the date of this Agreement; (iii) mechanics', carriers', workmen's and repairmen's liens, which are being contested in good faith by appropriate proceedingsfaith, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ have heretofore been bonded 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 notwhich, individually or in the aggregate, impair present business operations at such properties, do not exceed one hundred thousand dollars ($100,000); (iv) existing Liens disclosed in Property Restrictions and Encumbrances which (A) could not reasonably preclude the Company’s consolidated balance sheet continued use of such XxXxxx Partnership Property as at December 31it is being used as of the date of this Agreement or (B) could not reasonably materially and adversely affect the value of such XxXxxx Partnership Property as it is being used as of the date of this Agreement; (v) Taxes that are not yet delinquent; (vi) as of the date of this Agreement, 2010 (or the notes thereto) included in the Company SEC DocumentsExisting Loans; and (vvii) 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 as of the assets to which they relate in Closing Date, the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”)Non-Terminated Loans. (bii) Section 4.18(bSchedule 4.8(a) of the Company Seller Disclosure Letter sets forth contains 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 ground leases affecting the XxXxxx Partnership Properties (the "Ground Leases"). To the Knowledge of Sellers, each such Ground Lease is in full force and effect, has not been modified or amended in any way except by a document listed in Schedule 4.8(a) of its Subsidiaries (“Leased Real Property”)the Seller Disclosure Letter. Each of the Company Sellers and its Seller Subsidiaries has fully performed all of their material obligations under such Ground Leases. Except as set forth on Schedule 4.8(a) of the Seller Disclosure Letter, neither any of Sellers nor any of the Seller Subsidiaries has received any written notice of any default by it, as tenant, under any Ground Lease and, to the Knowledge of Sellers, there is no fact or circumstance which, with the giving of notice or the passage of time, would result in a material default under such Ground Lease. (b) Except for Permitted Restrictions and Encumbrances, except as disclosed on Schedule 4.8(b) or 4.8(o) of the Seller Disclosure Letter or in the documents referenced in such Schedule 4.8(b) or 4.8(o) and except as otherwise set forth in the most recent capital expenditure budget of the XxXxxx Partnerships, true and complete copies of which have been made available to the Company: (i) good there is no certificate, permit or license from any Governmental Entity having jurisdiction over the XxXxxx Partnership Properties, and marketable title in fee simple there is no agreement, easement or other right which is necessary to all Owned Real Property permit the lawful use and (ii) good leasehold title operation of the buildings and improvements on the XxXxxx Partnership Properties as they are being used as of the date of this Agreement, or which is necessary to all Leased Real Property, in each case, free permit the lawful use and clear operation of all Liens except Permitted Liens. No parcel driveways, roads and other means of Owned Real Property or Leased Real Property lawful egress and ingress to and from the XxXxxx Partnership Properties, that has not been obtained and 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 is no default under any such lease by the Company, any pending threat of its Subsidiaries modification 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 theretocancellation thereof, except aswhere the failure to obtain the same would not have a Seller Material Adverse Effect or prevent the consummation by any Seller of the transactions contemplated by this Agreement and the other Transaction Documents to which such Seller is a party; (ii) to the Knowledge of Sellers, all of the XxXxxx Partnership Properties have sufficient parking that complies with all laws and that is part of the XxXxxx Partnership Properties; (iii) none of Sellers or the Seller Subsidiaries has received any written notice of any violation of any federal, state or municipal Law issued by a Governmental Entity materially and adversely affecting any portion of any XxXxxx Partnership Property; (iv) to the Knowledge of Sellers, except for Known Defects, there are no structural defects relating to any individual XxXxxx Partnership Property which would cost more than twenty thousand dollars ($20,000) to repair or which, individually or in the aggregate, has not had and would not reasonably be expected to have a Seller Material Adverse Effect. Assuming all consents; (v) to the Knowledge of Sellers, approvals except for Known Defects, there are no individual XxXxxx Partnership Properties whose building systems and authorizations listed fixtures are not in Section 4.5 of working order and repair and which would cost more than twenty thousand dollars ($20,000) to repair or which, individually or in the Company Disclosure Letter relating aggregate, would have a Seller Material Adverse Effect; (vi) there is no physical damage to any Leased Real XxXxxx Partnership Property for which there is no insurance in effect covering the cost of restoration, except for such physical damage that would not have been obtaineda Seller Material Adverse Effect; and (vii) each XxXxxx Partnership Property is an independent property that does not rely on any facilities (other than public facilities and public roads) located on any property not included in such XxXxxx Partnership Property to fulfill any requirement of any Governmental Entity or for the furnishing to such XxXxxx Partnership Property of any essential building systems or utilities, all leases of Leased Real except for any such reliance for which such XxXxxx Partnership Property shall remain valid and binding in accordance has a legal or equitable right with their terms following the Effective Timerespect thereto. (c) There are no contractual Except for Permitted Restrictions and Encumbrances and except as disclosed on Schedule 4.8(a) or legal restrictions 4.8(c) of the Seller Disclosure Letter or in the documents referenced in such Schedule 4.8(a) or 4.8(c), none of the XxXxxx Partnerships has received written notice to the effect that preclude or materially restrict the ability to use any Owned Real Property orthere are, and, to the knowledge Knowledge of Sellers, there are no, (i) condemnation or rezoning proceedings that are pending or threatened with respect to the XxXxxx Partnership Properties that would have a Seller Material Adverse Effect or (ii) any zoning, building or similar laws, codes, ordinances, orders or regulations or condition or agreements contained in any easement, restrictive covenant or any similar instrument or agreement affecting any XxXxxx Partnership Property that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on the XxXxxx Partnership Properties or by the continued maintenance, operation or use of the Companyparking areas where such violation would have a Seller Material Adverse Effect. Except for Known Defects and except as disclosed on Schedule 4.8(a) or 4.8(c) of the Seller Disclosure Letter, Leased Real Property by in the documents referenced in such Schedule 4.8(a) or 4.8(c) or in the Seller Statements (including the notes thereto) or the Subsidiary Financial Statements (including the notes thereto) made available to the Company or contained in Seller SEC Documents filed prior to the date hereof, or except as would not have a Seller Material Adverse Effect, all work to be performed, payments to be made and actions to be taken by Sellers or the Seller Subsidiaries prior to the date of this Agreement pursuant to any agreement entered into with a Governmental Entity in connection with a site approval, zoning reclassification or similar action relating to any XxXxxx Partnership Property (e.g., Local Improvement District or Road Improvement District, but excluding any such approval, reclassification or action relating to environmental matters) or as required as a condition to the issuance of its Subsidiaries for any building permit, certificate of occupancy or zoning variance relating to any XxXxxx Partnership Property (e.g., off-site improvements or services or zoning proffers), has been performed, paid or taken, as the current or contemplated use case may be, and, to the Knowledge of such real property. To the knowledge of the CompanySellers, there are is no material latent defects planned or material adverse physical conditions affecting proposed work, payments or actions that may be required after 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 date of the business of the Company and its Subsidiaries as currently conductedthis Agreement pursuant to such agreements. (d) As of the date hereof, to the Knowledge of Sellers, other than Permitted Restrictions and Encumbrances, there are no Encumbrances or defects in title to any XxXxxx Partnership Property or any matters affecting title to, or ownership of, the XxXxxx Partnership Properties which would materially and adversely affect the continued use or value of the XxXxxx Partnership Properties as they are being used as of the date of this Agreement. (e) Except as disclosed on Schedule 4.8(e) of the Seller Disclosure Letter, (i) as of the date hereof, valid policies of title insurance (the "Title Insurance Policies") have been issued insuring the applicable XxXxxx Partnership's or Seller Subsidiary's fee simple (or ground leasehold, as applicable) title to each of the XxXxxx Partnership Properties in amounts at least equal to the purchase price thereof paid by such Seller or Seller Subsidiary or their respective predecessor, (ii) the Title Insurance Policies are in full force and effect and (iii) as of the date hereof, to the Knowledge of Sellers, no claim has been made against any Title Insurance Policy. (f) Each of the rent rolls for each XxXxxx Partnership Property as set forth in Schedule 4.8(f) of the Seller Disclosure Letter dated as of May 1999 (except for a date otherwise indicated therein) and each of the updated rent rolls to be made available to the Company within 15 days prior to the estimated Closing Date (each, a "Rent Roll") is true, complete and accurate as of its Subsidiaries has complied with date. (g) Sellers have made available to the terms Company true, complete and accurate copies of all leases to which it is a partyfor space as of the date of this Agreement in the XxXxxx Partnership Properties identified on Annex E hereto as "Commercial Properties" (the "Commercial Leases"), and all amendments, modifications and supplements thereto through to the date hereof. Sellers have made available to the Company true, complete and accurate copies of (i) all Commercial Leases as of the date of this Agreement and (ii) the form of lease for leases for space as of the date of this Agreement in the XxXxxx Partnership Properties not identified on Annex E hereto as "Commercial Properties" (the "Residential Leases" and, together with the Commercial Leases, the "Leases"). As of the date of each Rent Roll, there are no Leases not shown on such leases Rent Roll, and, to the Knowledge of Sellers, except for Permitted Restrictions and Encumbrances, as of the date of each Rent Roll no third party has any occupancy or use rights with respect to any XxXxxx Partnership Properties except pursuant to the Leases shown on such Rent Roll. As of the date of the Rent Roll, except as set forth on Schedule 4.8(g) of the Seller Disclosure Letter, all Leases shown on the Rent Roll are in full force and effect, each tenant has commenced paying rent thereunder, and all construction and other obligations of the landlord to be performed as of the date hereof in connection with the commencement of each Lease have been performed in full, except for any such noncompliance or where the failure to be in full force and effect thator effect, individually the failure to commence payment of rent or in the aggregate, has not had and to perform such obligations would not reasonably be expected to have a Seller Material Adverse Effect. (h) Except as set forth on Schedule 4.8(h) of the Seller Disclosure Letter, as of the date specified in such Schedule 4.8(h), no tenant is in default under its Lease for failure to pay rent or other sums when due under its Lease. To the Knowledge of Sellers, except as set forth on Schedule 4.8(h) of the Seller Disclosure Letter, no tenant is in default under its Lease which default would have a Seller Material Adverse Effect. Each To the Knowledge of Sellers, as of the Company date of each Rent Roll, no tenant thereunder is entitled to any free rent, rebate, rent concession, deduction or offset not set forth in the Leases or not otherwise approved as a Reimbursable Proposal. (A) No Seller nor any Seller Subsidiary has failed to perform its material obligations under any Lease, (B) no Seller nor any Seller Subsidiary has received any written notice of its default under any of the Leases, and (C) except as set forth in the Leases, as of the date of each Rent Roll, no tenant thereunder is entitled to receive money, or any contribution from any Seller or any Seller Subsidiary, either in money or in kind, on account of the construction of any improvements, or setoff any amounts against its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesrental obligations, which has not otherwise been approved as a Reimbursable Proposal, except for any in the case of clauses (A), (B) and (C) as set forth on Schedule 4.8(i) of the Seller Disclosure Letter or except where such failure to do so thatperform, individually such default or in the aggregate, has not had and such entitlement would not reasonably be expected to have a Seller Material Adverse Effect. This Section 4.18 does not relate Except as set forth on Schedule 4.8(i) of the Seller Disclosure Letter, to intellectual propertythe Knowledge of Sellers, which is there are no bankruptcy, reorganization, insolvency or similar proceedings pending against any tenants under Commercial Leases (the subject "Commercial Tenants"). (j) To the Knowledge of Section 4.19Sellers, as of the date of each Rent Roll, there are no verbal agreements with any tenant, and, to the Knowledge of Sellers, there are no parties in adverse possession of any part of any XxXxxx Partnership Property.

Properties. (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. (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(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) 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. (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 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. (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 4.14(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 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 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) 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. (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 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) 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 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. (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 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 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) 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. (a) The Except as set forth in SECTION 4.10(a) of the Disclosure Schedules, 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 in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)respective properties and assets, free and clear of all Liens liens and other than encumbrances other than: (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due liens reflected (or with respect to liabilities reflected) in the amount Company's most recent audited financial statements of the Company or validity any of which is being contested its Subsidiaries included in good faith by appropriate proceedings, the Filed SEC Reports; (ii) mechanics’', workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ 's or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice liens; (iii) encumbrances on real property in the nature of zoning restrictions, easements, rights of way, encroachments, restrictive covenants, and other way or similar rights or restrictions encumbrances that were do not incurred in connection materially interfere with the borrowing operations 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 presently conducted; (“Permitted Liens”). (biv) Section 4.18(b) of the Company Disclosure Letter sets forth a true liens for Taxes not yet delinquent 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 assessments not in fee simple to all Owned Real Property default; and (iiv) good leasehold title to all Leased Real Property, in each case, free liens 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 encumbrances 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. (cb) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, to the knowledge SECTION 4.10(b) of the Company, Leased Real Property Disclosure Schedules sets forth a true and complete list of (i) all real property owned in fee by the Company or any of its Subsidiaries for and (ii) each lease or sublease relating to any real property leased by the current Company or contemplated use any of such real property. To its Subsidiaries that requires future annual lease payments in excess of $50,000, together with all amendments and supplements thereto (collectively, the knowledge "Company Leases"). (c) Except as set forth in SECTION 4.10(c) of the CompanyDisclosure Schedules, there are no material latent defects neither the Company nor any of its Subsidiaries has assigned its interest under any Company Lease, or material adverse physical conditions affecting the Owned Real Property subleased all 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 any part of the business of the Company and its Subsidiaries as currently conductedspace demised thereby, to any Third Party. (d) Each The Company has, or has caused to be, made available to Parent or its representatives copies of the Company Leases. To the Company's Knowledge, each Company Lease is valid and in full force and effect. The Company and each of its Subsidiaries has complied is in compliance in all material respects with the terms of all leases Company Leases to which it is a party, and enjoys peaceful and undisturbed possession under all such leases are in full force and effectCompany Leases, except for any such noncompliance instances of non-compliance or failure failures to be in full force enjoy peaceful and effect that, undisturbed possession that individually or in the aggregate, has not had and aggregate 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 3.10(a) OF THE COMPANY DISCLOSURE SCHEDULE sets forth a correct and complete list and location of (i) all operating real property owned or leased by the Company and its subsidiaries (including its headquarters and leases of office space) as of the date of this Agreement (the "Operating Properties"), (ii) all real property currently under development, expansion, renovation or rehabilitation owned or leased by the Company and its subsidiaries as of the date of this Agreement (the "Development Properties"), and (iii) all parcels of undeveloped non-income producing land owned or leased by the Company and its subsidiaries (the "Land") (collectively, the Operating Properties, the Development Properties and the Land, 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 referred to herein as the "Company Properties"). Each Company Property is owned or leased by the Company or a subsidiary of the Company as indicated in SECTION 3.10(a) OF THE COMPANY DISCLOSURE SCHEDULE. The Company or one and its subsidiaries own fee simple title to or, if so indicated in SECTION 3.10(a) OF THE COMPANY DISCLOSURE SCHEDULE, lease each of its Subsidiaries has good and valid title tothe Company Properties, or in the each 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 any Liens, title defects, contractual restrictions, covenants or reservations of interests in title (collectively, "Property Restrictions"), except for (i) statutory ad valorem Permitted Liens, (ii) Property Restrictions imposed or promulgated by Law or by any Governmental Entity which are customary and real estate typical for similar properties or (iii) Property Restrictions which do not, individually or in the aggregate, interfere materially with the current use of such property. None of the matters described in clauses (i), (ii) and other (iii) above would have or would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on the Company. For purposes of this Agreement, "Permitted Liens" means (i) Liens for current taxes and assessments Taxes not yet due or delinquent or as to which there is a good faith dispute and for which there are adequate reserves on the financial statements of the Company (if such reserves are required pursuant to GAAP), (ii) with respect to real property, any Lien, encumbrance or other title defect disclosed on the Company Title Insurance Policies (as hereinafter defined) or on any existing lender's title insurance policy made available to Purchaser (whether material or immaterial), Liens and obligations arising under the Company Material Contracts, the Company Space Leases (as hereinafter defined) and any other Lien which does not, individually or in the aggregate, interfere materially with the current use of such property (assuming its continued use in the manner in which it is currently used) and (iii) inchoate materialmen's, mechanics', carriers', workmen's and repairmen's liens arising in the usual, regular and ordinary course and not past due and payable or the amount or validity payment 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 proceedings and for which there are adequate reserves on the ordinary course of business financial statements of the Company or (if 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 reserves are required pursuant to which they relate in the business of the Company and its Subsidiaries as currently conducted (“Permitted Liens”GAAP). (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) Schedule 3.11(a) sets forth a complete and accurate list and the address of all real property and interests in real property owned in fee by the Company and the Subsidiaries (individually, an "Owned Property"). Schedule 3.11(a) sets forth a complete list of all real property and interests in real property leased by the Company and the Subsidiaries (individually, a "Leased Property"). The Company or one of its Subsidiaries a Subsidiary has (i) good and insurable fee title to all Owned Property and (ii) good and valid title toto the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, or in the case of leased property and leased tangible assetsindividually, as a valid leasehold interest in"Company Property" and, all of its assets constituting personal property (excludingcollectively, for purposes of this sentence, assets held under leasesas "Company Properties"), in each case free and clear of all Liens other than (i) statutory ad valorem and real estate mortgages, liens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other Liens for current taxes and assessments not yet past due similar restrictions of any nature whatsoever, except (A) such as are set forth in Schedule 3.11(a) or the amount or validity of which is being contested in good faith by appropriate proceedingson Schedule 3.9(c), (iiB) mechanics’Permitted Liens, workmen’s(C) financing statements, repairmen’seasements, landlord’scovenants, warehousemen’srights-of-way and other similar restrictions of record and (D) (I) zoning, carriers’ building and other similar restrictions, (II) mortgages, liens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or similar Liens arising in the ordinary course of business of other third party on property over which the Company or such any Subsidiary consistent with past practice has easement rights or on any Leased Property and subordination or similar agreements relating thereto, and (iiiIII) encumbrances on real property in the nature of zoning restrictions, unrecorded easements, rights of way, encroachments, restrictive covenants, rights-of-way and other similar rights or restrictions that were not incurred restrictions, none of which items set forth in connection with the borrowing of money or the obtaining of advances or credit clauses (I), (II) and that do not(III), 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 property to which they relate in the business of the Company and the Subsidiaries, taken as a whole, as presently conducted. Except as set forth on Schedule 3.11(a), to the knowledge of the Company, the current use by the Company and the Subsidiaries of the offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect. Except as set forth on Schedule 3.11(a), American Land Title Association policies of title insurance (or marked title insurance commitments having the same force and effect as title insurance policies) have been issued by national title insurance companies insuring the fee simple title of the Company or its Subsidiaries Subsidiaries, as currently conducted applicable, to each of the Owned Properties in sufficient amounts to avoid co-insurance statutes, subject only to the matters set forth therein (“Permitted Liens”the "Title Policies"), and, to the Company's knowledge, the Title Policies are valid and in full force and effect and no claim has been made under any such policy. The Company has delivered to Buyer true and complete copies of all such policies and of the most recent surveys of the Owned Properties, and true and complete copies of all material exceptions referenced in such policies and the most recent title reports for and surveys of each of the Owned Properties. (b) Section 4.18(bSchedule 3.11(b) of the Company Disclosure Letter sets forth a true complete and complete accurate list of all real property owned material commitments, letters of intent or similar written understandings made or entered into by the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit as of the Company date hereof (x) to sell, mortgage, pledge or hypothecate 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 PropertyProperties, 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 are material, or to have otherwise enter into a Material Adverse Effect. Assuming all consents, approvals and authorizations listed material transaction in Section 4.5 respect of the ownership or financing of any Company Disclosure Letter relating Property or (y) to purchase or to acquire an option, right of first refusal or similar right in respect of 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 thatwhich, 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 leasesare material, except for which, in any such failure to do so that, individually or in the aggregatecase, has not had yet been reduced to a written lease or contract, and would not reasonably be expected sets forth with respect to have each such commitment, letter of intent or other understanding the principal terms thereof. The Company has delivered to Buyer a Material Adverse Effecttrue and complete copy of each such commitment, letter of intent or other understanding. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.Schedule 3.11

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(b3.10(a) of the Company Disclosure Letter sets forth a true and complete list of identifies all real property owned by the Company or any of its the Company Subsidiaries (the “Company Owned Real PropertyProperties”). Section 3.10(a) of the Company Disclosure Letter identifies all real property leased by the Company or the Company Subsidiaries as lessee or sublessee (the “Company Leased Properties” together with the Company Owned Properties, the “Company Properties”). Section 3.10(a) of the Company Disclosure Letter lists every real property for which the Company or the Company Subsidiaries has a Contract to buy or lease any real property at some future date. Except as provided on Section 3.10(a) of the Company Disclosure Letter, the Company or the Company Subsidiary set forth on Section 3.10(a) of the Company Disclosure Letter owns fee simple title to each of the Company Owned Properties and has a valid leasehold interest in each of the Company Leased Properties free and clear of any rights of way, easements, encumbrances written agreements or reservations of an interest in title (collectively, “Property Restrictions”) and all property leased other Liens, except for the benefit following (collectively, the “Permitted Liens”): (i) Property Restrictions imposed or promulgated by Legal Requirements with respect to real property and improvements, including zoning regulations, provided they do not materially adversely affect the current use of any Company Property, (ii) Liens and Property Restrictions disclosed on existing title reports or existing surveys (in either case copies of which title reports and surveys have been delivered or made available to Parent), except for those Liens set forth on Section 3.10(a)(ii) of the Disclosure Letter (which Liens no longer encumber the Company Properties), (iii) mechanics’, carriers’, workmen’s, repairmen’s and similar Liens, incurred in the Ordinary Course of Business and which (x) are not yet due and payable, (y) are duly budgeted to be paid and (z) do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, (iv) Liens for Taxes that are not yet due and payable, (v) any current Liens for indebtedness related to the Company Properties set forth on Section 3.10(a) of the Company Disclosure Letter, and (vi) the Space Leases (as defined herein); provided further that no Lien not in existence on the date hereof or Property Restriction (except for those described in clauses (i), (iii), (iv), (v) and (vi) above) shall be a Permitted Lien if it will materially impair business operations conducted by the Company and the Company Subsidiaries. To the Knowledge of the Company or the Company Subsidiaries, each Company Permit or other agreement, easement or other right (such agreement shall be included as a Material Contract (as defined herein)) which is necessary to permit the lawful use and operation of the buildings and improvements on any of its Subsidiaries (“Leased Real Property”). Each of the Company Properties or which is necessary to permit the lawful use 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 operation of all Liens except Permitted Liens. No parcel driveways, roads and other means of Owned Real Property or Leased Real Property is subject egress and ingress to and from 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, Company Properties has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property obtained and all amendments and modifications thereto are is 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 . (b) Section 4.5 3.10(b) of the Company Disclosure Letter relating to any Leased Real Property have been obtained, all leases lists each of Leased Real Property shall remain valid the Company Properties which are under development as of the date hereof and binding in accordance with their terms following describes the Effective Timestatus of such development as of the date hereof. (c) There are no contractual Section 3.10(c) of the Company Disclosure Letter lists each policy of title insurance for the Company Properties (each a “Company Title Insurance Policy”), including the insurer and policy number of such Company Title Insurance Policy. Except as provided on Section 3.10(c) of the Company Disclosure Letter, each Company Title Insurance Policy has been issued insuring the Company’s or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, applicable Company Subsidiary’s fee simple title to the knowledge of applicable Company Owned Properties or leasehold interests in the Company, applicable Company Leased Real Property Properties in amounts at least equal to the purchase price thereof paid by the Company or any of its Subsidiaries for the current Company Subsidiary therefor (or contemplated use of such real property. To the knowledge value of the Companyleasehold interest at the time of entering into the applicable Lease), there are subject only to Permitted Liens, and such policies are, at the date hereof, valid, in full force and effect and no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Propertyclaim has been made against any such policy. All plants, warehouses, distribution centers, structures A true and other buildings on the Owned Real Property or Leased Real Property are adequately maintained correct copy of each Company Title Insurance Policy and back-up document referred to in all material respects and are in good operating condition and repair for the requirements of the business each Company Title Insurance Policy has been previously delivered to Parent. Section 3.10(c) of the Company Disclosure Letter lists each survey for the Company Properties and its Subsidiaries as currently conducteda true and correct copy of each such survey has been previously delivered to Parent. (d) Each Except as provided on Section 3.10(d) of the Company Disclosure Letter, the Company has no Knowledge (i) of any material structural defects relating to any Company Property which costs more than $100,000 to repair; (ii) of any Company Property whose building systems are not in working order in any material respect and its costs more than $100,000 to repair; (iii) of any physical damage to any Company Property in excess of $100,000 for which there is no insurance in effect covering the cost of the restoration; (iv) of any current renovation or uninsured restoration to any Company Property the cost of which exceeds $250,000; or (v) of items referred to in Section 3.10(d) (without giving effect to the dollar thresholds set forth therein) which aggregate for the Company and the Company 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 more than $300,000. (e) Except as set forth on Section 3.10(e) of the Company and its Disclosure Letter, neither the Company nor any of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such leaseshas received any written notice nor has Knowledge to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties or (ii) any zoning, except building or similar Legal Requirement is or will be violated in any material respect for any such failure property 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. (f) Except as set forth on Section 3.10(f) of the Company Disclosure Letter, none of the Company Properties are managed by the Company or a wholly-owned Company Subsidiary. (g) The rent roll of the Company Properties as of the date hereof that is set forth on Section3.10(g) of the Company Disclosure Letter (the “Rent Roll”) lists each Lease under which the Company or a Company Subsidiary is the lessor or the sublessor (a “Space Lease”). No Person occupies any portion of the Company Properties except pursuant to do so that, individually a Space Lease and no Space Lease has been assigned or sublet except as set forth on the Rent Roll. All information set forth in the aggregateRent Roll is true, correct and complete as of the date hereof. The Company has not had delivered to Parent true, correct and would not reasonably be expected to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual propertycomplete copies of all Space Leases, which is including all amendments, modifications, supplements, renewals, extensions and guarantees related thereto, as of the subject of Section 4.19date hereof.

Properties. (a) Schedules 1.1-B and 1.1-C correctly identifies all Owned Real Property and all Leased Real Property, used or held for use exclusively in the operation of the Business (collectively, the “Real Property”). (b) The Company or one of its Subsidiaries has Combined Companies have good and valid (with respect to Owned Real Property) marketable (subject to any Permitted Liens) title to, or in the case of any Leased Real Property or leased property personal property, have valid leasehold interests in, all Assets, except for properties and leased tangible assets, a assets sold in the Ordinary Course of Business or where the failure to have such good and marketable title or valid leasehold interest inwould not reasonably be expected to be material to the Business. No Asset is subject to any Lien, 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 disclosed on Section 5.14(b)(i) of the Seller’s Disclosure Schedule; (ii) Liens disclosed on the Balance Sheet or securing liabilities reflected on the Balance Sheet; (iii) Liens for current taxes and assessments Taxes, that are not yet past due or the amount or validity of which is are being contested in good faith by appropriate proceedings, and for which adequate reserves have been established in accordance with GAAP; (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 Ordinary Course of business Business or that are not yet due and payable or are being contested in good faith and for which adequate reserves have been made; (v) undetermined or inchoate Liens constituting or securing the payment of expenses which were incurred incidental to the conduct of the Company operations of the Business or such Subsidiary consistent with past practice the operation of the Assets; (iiivi) encumbrances on real property in the nature of zoning restrictionsLiens created by law or which arise from leases, easements, rights rights-of-way or other real property interests for compliance with the terms of such leases, easements, rights-of-way or other real property interests (including the payment of rental fees or other charges); provided, that the same individually and in the aggregate do not materially interfere with the operation or use of the Assets or the Business as currently operated; (vii) all reservations of record of minerals (without right of surface entry) in and under or that may be produced from any of the lands constituting part of the Real Property or on which any of the Assets are located; (viii) all easements, rights-of-way and restrictive covenants of record, and all discrepancies, shortages in area, conflicts in boundary lines, encroachments or protrusions, or overlapping of improvements, defects, irregularities and other matters affecting the Real Property or the Facilities which (A) individually and in the aggregate do not materially detract from the value of the Assets as currently used or materially interfere with the operation or use of the Assets or the Business as currently operated and (B) would not reasonably be expected to be material to the Business; (ix) any defect that has been cured by applicable statutes of limitations or statutes for prescription; (x) any defect affecting (or the termination or expiration of) any easement, right-of-way, encroachmentsleasehold interest, restrictive covenantslicense or other real property interest which is replaced prior to Closing at Seller’s sole cost by an easement, and right-of-way, leasehold interest, license or other similar real property interest constituting part of the Assets covering substantially the same rights to use the land or restrictions that were not incurred the portion thereof used by Seller 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 Business or Facilities; (xi) rights reserved to which they relate or vested in any Governmental Authority to control or regulate any of the Assets or the operations of the Business or Facilities and any rights under Applicable Law, including any building or zoning ordinances; (xii) existing leases, licenses and similar Contracts disclosed on Section 5.14(b)(xii) of the Seller’s Disclosure Schedule; (xiii) acts done or suffered to be done by, and judgments against, Buyer or its Affiliates and those claiming by, through or under Buyer or its Affiliates; (xiv) any Contract entered into by Seller or the Combined Companies in accordance with the terms of this Agreement; (xv) all matters of record as of the Effective Date, but excluding any monetary Liens, purchase options and rights of first refusal; (xvi) Liens incurred in the business Ordinary Course of Business since the Balance Sheet Date; or (xvii) other Liens which (A) individually and in the aggregate do not materially detract from the value of the Company and its Subsidiaries Assets as currently conducted used or materially interfere with the operation or use of the Assets or the Business as currently operated and (B) would not reasonably be expected to be material to the Business (the items identified in clauses (i)—(xvii) of this Section 5.14(b) are, collectively, the “Permitted Liens”). (bc) 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 Leases and (ii) good leasehold title Easements is a valid and binding agreement of MRCI or GDPC, as the case may be, and is in full force and effect, and none of MRCI or GDPC or, to all Leased Real Propertythe knowledge of Seller, any other party thereto, is in each case, free and clear default or breach in any respect under the terms of all Liens except Permitted Liens. No parcel of Owned any such Real Property Lease 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 thereforEasement, nor, to the knowledge of the CompanySeller, has any event occurred that with the passage of time or the giving of notice or both would create a default under the terms of any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property Lease or Easement by any party thereto, except for any such failures to be valid and all amendments and modifications thereto are binding or in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries defaults or any other party thereto, nor any event which, with notice or lapse of time or both, breaches which would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except asnot reasonably be expected to have, individually or in the aggregate, has not had and a Material Adverse Effect. (d) Except as would not reasonably be expected to have a Material Adverse Effect. Assuming all consentsbe material to the Business, approvals and authorizations listed in Section 4.5 neither of the Company Disclosure Letter relating to Combined Companies has received any Leased Real Property have been obtained, all leases written notice (i) for assessments for public improvements against any 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 CompanyProperty, Leased Real Property by the Company or Easements or (ii) regarding any pending condemnation, eminent domain or similar proceeding affecting all or any portion of its Subsidiaries for the current or contemplated use any 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 Property, 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 conductedEasements. (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) (i) The Company or one and each of its the Limited Company Subsidiaries 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 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 sentencethe Limited Company 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 complete and correct list of all real property and interests in real property currently owned by the Company or any of the Limited Company 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 owned leased, subleased or otherwise occupied by the Company or any of its the Limited Company Subsidiaries (“Owned Real Property”) and all property leased for the benefit in respect of which the Company or any of its the Limited Company Subsidiaries has annual rental obligations of $10,000 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 its or the Limited Company 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 or the Spin-Off Agreements. 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 the Limited Company 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 With respect to each Leased Real Property, neither the Company nor any of the Limited Company Subsidiaries has subleased, licensed or legal restrictions that preclude or materially restrict the ability otherwise granted anyone a right to use any Owned Real Property or, to the knowledge of the Company, or occupy such Leased Real Property by the Company or any of its Subsidiaries for the current or contemplated use of such real propertyportion thereof. To the knowledge The Company and each of the Company, there are no material latent defects or material adverse physical conditions affecting Limited Company Subsidiaries enjoy peaceful and undisturbed possession of 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 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 Schedule sets forth a true and complete list of all real property and interests in real property owned by the Company or any of its Subsidiaries as of the Execution Date (the “Owned Real Property”), including the address and record owner of such Owned Real Property. Except as set forth in Section 4.15(a) of the Company Disclosure Schedule, the Company or its applicable Subsidiaries own good and marketable title to all of the material properties and material assets purported to be owned by them (other than Intellectual Property, which is addressed in Section 4.11), including all of the Owned Real Property, in each case free and clear of all Liens, other than Permitted Liens. (b) Section 4.15(b) of the Company Disclosure Schedule sets forth a complete list of all of the existing material leases and licenses (including all amendments, extensions, supplements, renewals thereof and agreements related thereto) in effect as of the Execution Date (the “Company Leases”) for real property and interests in real property directly or indirectly leased for or licensed to the benefit of Company or its Subsidiaries (the “Leased Real Property”) by any third party under which the Company or any of its Subsidiaries (“is a lessee or licensee, if applicable, and the address, aggregate monthly rent payable and expiration date of the Company Lease relating to each such Leased Real Property”). Each The Company has delivered to Parent, or otherwise made available for inspection by Parent, true and complete copies of all the Leases. The Company and or its applicable Subsidiaries has and owns a valid leasehold or licensed (iif applicable) good and marketable title interest in fee simple to all Owned Real Property and (ii) good leasehold title to all the Leased Real Property, in each case, case free and clear of all Liens except Liens, 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 Other than the Company Satellites and Company Ground Stations which are no contractual exclusively governed by Sections 4.16 and 4.17, each material item of equipment owned 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 leased by the Company or any of its Subsidiaries is (i) reasonably adequate for the current or contemplated use of such real property. To the knowledge conduct of the CompanyBusiness as currently conducted and (ii) in good operating condition, 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 regularly and other buildings on the Owned Real Property or Leased Real Property are adequately properly maintained in all material respects respects, subject to normal wear and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedtear. (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. (aSchedule 3.11(a) The sets forth as of the date hereof a complete and accurate list and the addresses of all real property owned or leased by the Company or one any of its Subsidiaries has good or any Property Joint Venture or otherwise used by the Company or any of its Subsidiaries or any Property Joint Venture in the conduct of their business (other than Tenancy Leases which are addressed in Section 3.11(l)) or operations (collectively, and valid title totogether with the land at each address referenced on Schedule 3.11(a) and all buildings, structures and other improvements and fixtures located on or under such land and all easements, rights and other appurtenances to such land, the "COMPANY PROPERTIES"). Each of the Company Properties is owned or leased by SUSA, a Subsidiary of SUSA or a Property Joint Venture, as indicated on Schedule 3.11(a), and the Company itself does not directly own or lease any Company Property. To the Sellers' knowledge, SUSA or, in the case of leased property Company Properties owned by Subsidiaries of SUSA or Property Joint Ventures, such Subsidiaries or Property Joint Ventures, own good and leased tangible assetsmarketable fee simple or leasehold title, a valid leasehold interest inas applicable, all to each of its assets constituting personal property (excludingthe Company Properties, for purposes of this sentence, assets held under leases), in each case free and clear of all Liens other than any Liens, title defects, contractual restrictions or covenants, laws, ordinances or regulations affecting use or occupancy (including zoning regulations and building codes) or reservations of interests in title (collectively, "PROPERTY RESTRICTIONS"), except for (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’Property Restrictions imposed or promulgated by law or by any Government Authority which are customary and typical for similar properties. To the Sellers' knowledge, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business none of the matters described in clauses (i) and (ii) of the immediately preceding sentence materially interferes with, impairs, or is violated by, the existence of any building or other structure or improvement which constitutes a part of, or the present use, occupancy or operation (or, if applicable, development) 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 covenantsProperties taken as a whole, 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 such matters 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 have a Material Adverse Effect. American Land Title Association policies of title insurance (or marked title insurance commitments having the notes theretosame force and effect as title insurance policies) included in have been issued insuring the Company SEC Documents; and (v) any such matters fee simple or leasehold, as applicable, title of recordSUSA, Liens and other imperfections of title that do notits Subsidiaries or the Property Joint Ventures, individually or in the aggregateas applicable, impair the continued ownership, use and operation of the assets with respect to which they relate in the business all of the Company Properties in amounts at least equal to the original cost thereof, and, to the Sellers' knowledge, such policies are valid and its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) in full force and effect and no claim has been made under any such policy. The Sellers have delivered or made available to the Buyer true and complete copies of all such policies and of the most recent surveys of the Company Disclosure Letter sets forth a Properties indicated on Schedule 3.11(a), and true and complete list copies of all real property owned by material ex- ceptions referenced in such policies and the most recent title reports for and surveys (to the extent not previously delivered or made available to the Buyer) of each of the Company Properties available to the Company or any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit of the Company will be provided 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 made available 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 Sellers for inspection 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 TimeBuyer. (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 SECTION 2.15 of the Disclosure Schedule lists and describes by reference to the owner and common street address all real property owned legally or one beneficially by Seller and used in the Business or owned legally or beneficially by AHCGC or which is an Outside Asset ("OWNED PROPERTIES"). Except as described in SECTION 2.15(a) of the Disclosure Schedule, with respect to each of the parcels constituting the Owned Properties: (i) the identified owner is the sole beneficial and (where its interests are registerable) the sole registered owner of its Subsidiaries respective parcel of such Owned Properties, and has good and valid marketable title to, or to its respective parcel of such Owned Properties 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)fee simple, free and clear of all Liens other than (i) statutory ad valorem and real estate and other Liens any Encumbrance, 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 Encumbrances; (ii) mechanics’there are no pending or, workmen’sto Seller's Knowledge, repairmen’s, landlord’s, warehousemen’s, carriers’ threatened expropriation or similar Liens arising condemnation proceedings relating to any of the Owned Properties which in the ordinary course aggregate would materially and adversely affect the current use, occupancy, value or marketability of business any of the Company or such Subsidiary consistent with past practice Owned Properties; (iii) encumbrances there are no material structural defects in any of the buildings or material improvements situated on real property in any of 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, Owned Properties; (iv) existing Liens disclosed the building systems (including HVAC systems, plumbing, electrical, security, utility and fire systems), structures, fixtures or improvements, owned, leased or used on the Owned Properties are in all material respects in satisfactory condition and working order (reasonable wear and tear excepted) and, assuming customary maintenance, repair and rebuilding, adequate for the Company’s consolidated balance sheet operation of the Business as at December 31, 2010 (or the notes thereto) included in the Company SEC Documents; and presently conducted; (v) other than tenants under any such matters leases, concession agreements, licenses and the like disclosed in SECTION 2.15(b) of recordthe Disclosure Schedule who are in possession of space to which they are entitled, Liens there are no leases, subleases, licenses, concessions, or other agreements (including, with respect to food services, parking and other imperfections concessions), written or oral, granting to any party or parties the right of title that do notuse or occupancy of any portion of the parcels of the Owned Properties; (vi) there are no outstanding options to purchase, individually lease or use, or rights of first refusal to purchase any of the Owned Properties or any portions thereof or interests therein or contracts relating to the right to receive any portion of the income or profits from the sale, operation or development thereof; (vii) no default or breach exists under any recorded easement, agreement, covenant or restriction affecting any of the Owned Properties which would materially detract from the occupancy, marketability or value of the Owned Property, or materially impair the use of the Owned Properties by the Company in the aggregate, impair the continued ownership, use and operation of the assets Business as presently conducted; (viii) there are no parties other than the Companies (or Seller, Parent and their Affiliates, to the extent any of the Owned Properties is part of the Outside Assets) in possession of or having a right to occupy any of the Owned Properties, other than tenants under any leases, concession agreements, licenses and the like disclosed in SECTION 2.15(b) of the Disclosure Schedule who are in possession of space to which they relate in are entitled; and (ix) all Facilities located on the business Owned Properties are serviced and supplied with utilities and other services necessary for the operation of the Company and its Subsidiaries such facilities, as currently conducted (“Permitted Liens”)operated. (b) Section 4.18(bSECTION 2.15(b) of the Company Disclosure Letter sets forth a true Schedule lists, as of the Execution Date, all Leased Properties and complete list of indicates the entity which is the lessee, sublessee or licensee thereof. As used herein, "LEASED PROPERTIES" shall mean all real property owned leased, subleased or licensed in connection with the Business or by AHCGC (the Company Owned Properties and the Leased Properties are together the "COMPANY PROPERTIES"). Seller has delivered or any of its Subsidiaries (“Owned Real Property”) made available to Purchaser correct and all property leased for the benefit complete copies of the Company or any leases and subleases listed in SECTION 2.15(b) of its Subsidiaries the Disclosure Schedule (“Leased Real Property”as amended to the Execution Date). Each of the Company With respect to each lease and its Subsidiaries has (i) good and marketable title in fee simple to all Owned Real Property and (ii) good leasehold title to all sublease for a 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 Brake Companies, the Joint Ventures (to the knowledge of its Subsidiaries has good ITTI) and valid title tothe Asset Sellers have, or in at the case of leased property and leased tangible assetsClosing will have, a valid leasehold interest in, all of its assets constituting good title to the personal property (excludingincluding Intellectual Property) owned by the Brake Companies, for purposes the Joint Ventures (to the knowledge of this sentence, assets held under leases)ITTI) or by the Asset Sellers in respect of the Business, free and clear of all Liens other than Liens, except (i) statutory ad valorem and real estate as disclosed in the Financial Statements, (ii) Liens for taxes, assessments and other Liens for current taxes and assessments governmental charges not yet past due and payable or, if due, (A) not delinquent or the amount or validity of which is (B) being contested in good faith by appropriate proceedingsproceedings during which collection or enforcement against the property is stayed, (iiiii) mechanics’', workmen’s's, repairmen’s, landlord’s's, warehousemen’s's, carriers’ ' or similar Liens other like Liens, including all statutory Liens, arising or incurred in the ordinary course of business, (iv) original purchase price conditional sales contracts and equipment leases with third parties entered into 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 not materially interfere with or in affect the aggregate, impair the continued ownership, value or use and operation of the assets underlying asset (such Liens, charges and encumbrances described in clauses (i) through (v) hereof are referred to which they relate in the business of the Company and its Subsidiaries herein as currently conducted (“"Permitted Liens”"). (b) Section 4.18(bSchedule 4.7(b) of the Company Disclosure Letter sets forth contains a true and complete list of all material real property and material interests in real property owned by the Company Brake Companies, the Joint Ventures (to the knowledge of ITTI) or any the Asset Sellers in respect of its Subsidiaries the Business (“"Owned Real Property”") and all property or leased for by the benefit Brake Companies, the Joint Ventures (to the knowledge of ITTI) or the Asset Sellers in respect of the Company Business as lessee or any of its Subsidiaries lessor (“"Leased Real Property”" and, together with Owned Real Property, the "Real Property"), including all buildings, structures and other improvements situated thereon. Each Schedule 4.7(b) sets forth a list of all material leases for any Leased Real Property. Except with respect to Real Property situated in the Company United States, which will be addressed in accordance with Section 6.9, and its Subsidiaries has except as set forth in Schedule 4.7(b): (i) good the Brake Companies or the Asset Sellers have full and marketable unrestricted title in fee simple in, and possession of, or an unrestricted title to, the Owned Real Property; (ii) the Brake Companies or the Asset Sellers have not disposed of, or taken any steps to all dispose of, the 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 not under any such lease by the Company, any commitment to dispose 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 it in whole 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.part; and (ciii) 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 is not subject to any material Liens and no application for the registration of any material Liens has been filed, nor have the Brake Companies or Leased Real Property. All plantsthe Asset Sellers granted, warehousesor are committed to grant, distribution centers, structures and other buildings on any such material Liens or are committed to subject the Owned Real Property to any such material Liens. All mortgages listed in Schedule 4.7(b) secure only liabilities of the Business which are not Excluded Liabilities or Leased otherwise retained for the account of the Sellers; proper releases are available for all Mortgages that no longer secure any underlying debt. None of ITTI or any of the Sellers of Real Property are adequately maintained located in all material respects and are in good operating condition and repair for the requirements United States is a "non-foreign person" within the meaning of Section 1445 of the business of Code and ITTI shall deliver to Purchaser on 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 Closing Date an affidavit 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.form annexed hereto as Exhibit L.

Properties. (a) Seller has made available to Buyer a correct and complete copy of each deed or similar instrument of conveyance in respect of real property owned by the Company and its Subsidiaries. The Company or one of and its Subsidiaries has have good title (and valid title toin the case of real property marketable title, subject to Permitted Liens), or in the case of leased property and leased tangible assets, a assets have valid leasehold interest interests in, all of its property and assets constituting personal property (excludingwhether real, for purposes of this sentencepersonal, assets held under leases), free tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date or that they otherwise purport to own 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 that are material to the Business or the amount or validity financial condition of which is being contested in good faith by appropriate proceedingsthe Company and the Subsidiaries, (ii) mechanics’taken as a whole, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising except for properties and assets sold since the Balance Sheet Date in the ordinary course of business of the Company or such Subsidiary consistent with past practice practices. None of such property or assets is subject to any Lien, except: (i) Liens disclosed on the Balance Sheet or securing liabilities reflected on the Balance Sheet; (ii) Liens for taxes, assessments and similar charges that are not yet due or are being contested in good faith; (iii) encumbrances on real property in the nature of zoning restrictionsmechanic’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 the obtaining of advances that are not yet due and payable or credit and that do not, individually or are being contested in the aggregate, impair present business operations at such properties, good faith; (iv) existing Liens disclosed incurred in the Company’s consolidated balance sheet as at December 31, 2010 (or ordinary course of business since the notes thereto) included in the Company SEC DocumentsBalance Sheet Date; and or (v) any such matters other Liens that would not reasonably be expected to have a Material Adverse Effect (paragraphs (i)-(v) of recordthis Section 3.14(a) 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) With respect to each Lease of Leased Real Property required to be disclosed pursuant to Section 4.18(b3.11: (i) the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, neither the Company nor any Subsidiary has any material disputes with respect to such Lease and, to the Knowledge of Seller, no landlord has any disputes with the Company or any Subsidiary with respect to such Lease; (ii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease, which has not been redeposited in full; (iii) neither the Company nor any Subsidiary owes, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (iv) the landlord to such Lease is not an Affiliate of the Company Disclosure Letter sets forth a true and complete list or any Subsidiary; (v) neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any Subsidiary has been notified in writing that any lessor is taking action to terminate, nor, to Seller’s knowledge, is any lessor threatening to terminate, such Lease before the expiration date specified in such Lease; and (vii) no written notice of all real property owned any appropriation, condemnation or like proceedings, or of any material violation of any applicable zoning law, regulation or other law, order, regulation, requirement or provision of such Lease, relating to the Leased Real Property has been received 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, norSubsidiary or, to the knowledge of the CompanySeller’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 in accordance with their terms following the Effective Timeis threatened. (c) There are no contractual or legal restrictions that preclude or materially restrict The real property identified in Schedule 3.14(c) (the ability to use any Owned “Real Property or, to the knowledge Property”) comprises all of the Company, Leased Real Property by the Company owned real property used 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 intended to be used 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 partySubsidiaries, and all such leases are the Real Property is in full force good operating condition (subject to normal wear 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 4.19tear).

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) 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 contain 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 All real property and interests in real property owned in fee by IM or one any IM Subsidiary (individually, an “IM Owned Property”) are set forth on Section 4.11(a) of its Subsidiaries the IM Disclosure Schedule. With respect to each material IM Owned Property, subject only to (A) Permitted Liens, (B) zoning, building and other similar restrictions, and (C) discrepancies, conflicts in boundary lines, shortages in area, encroachments, or any other non-monetary Liens of a minor nature: (i) IM or an IM Subsidiary has good and valid marketable fee simple 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 (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 proceedingsmaterial IM Owned Property, (ii) mechanics’there are no outstanding options or rights of first refusal in favor of any other party to purchase any material IM Owned Property or any portion thereof or interest therein, 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 there are no leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of material IM Owned Properties and there are no parties (other than IM or any IM Subsidiary) in possession of any material IM Owned Property, and (iv) to IM’s knowledge, there are no physical conditions or defects at any of the nature material IM Owned Properties which impair or would be reasonably likely to materially impair the continued operation and conduct of zoning restrictionsthe business of IM and its Subsidiaries, taken as a whole. Any material reciprocal easements, operating agreements, option agreements, rights of way, encroachments, restrictive covenants, and other similar first refusal or rights or restrictions that were not incurred of first offer with respect to any IM Owned Property are set forth 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, (ivSection 4.11(a) 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”)IM Disclosure Schedule. (b) All real property and interests in real property leased by IM or any IM Subsidiary and any prime or underlying leases related thereto (individually, an “IM Leased Property”; IM Owned Property and IM Leased Property being sometimes referred to herein collectively as “IM Property”) are set forth on Section 4.18(b4.11(b) of the Company IM Disclosure Letter sets forth Schedule. IM or an IM Subsidiary has good and valid leasehold title to all IM Leased Property, subject only to Permitted Liens and matters described in clauses (B) and (C) of Section 4.11(a). Prior to the date hereof, a true true, correct and complete list copy of all real property owned by each lease for IM Leased Property, together with any amendments or modifications thereto (individually, an “IM Real Property Lease”), has been made available to OUTD. With respect to each IM Real Property Lease, (i) each lease is valid, binding and in full force and effect and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the Company rights and remedies of creditors generally and subject to general principles of equity (regardless of whether considered in a proceeding in equity or at Law), (ii) neither IM nor 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, noror, to the knowledge of the CompanyIM, 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 theretoto such IM Real Property Lease is in breach or default under such lease, nor any and no event has occurred or circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both, would constitute a default thereunder by breach or default, or permit the Companytermination, modification or acceleration of rent thereunder, and (iii) neither IM nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy such IM Leased Property or any portion thereof and there are no parties (other party thereto, except as, individually than IM or any IM Subsidiary) 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 possession of the Company Disclosure Letter relating to any IM 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 Timeor any portion thereof. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability to use any Owned The IM Property comprises all Real Property or, to used in 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 IM and its Subsidiaries as currently conductedSubsidiaries. (d) Each As of the Company and date hereof, neither IM nor any of its consolidated Subsidiaries has complied with the terms received notice of all leases to which it is a partyany pending, and all such leases to the knowledge of IM, there are in full force and effectno threatened, except for condemnation proceedings with respect to 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 4.19IM Property.

Properties. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a correct and complete list and address of all real property owned by the Company and the Company Subsidiaries as of the date of this Agreement (all such real property, 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 “Company Property” and collectively referred to herein as the “Company Properties”). The Company and/or the Company Subsidiaries own good, valid and marketable fee simple title to each of the Company Properties, in each case free and clear of any Liens, title defects, contractual restrictions, covenants or one reservations of its Subsidiaries has good interests in title (collectively, “Property Restrictions”), except for (i) Permitted Liens and valid title to(ii) Property Restrictions imposed or promulgated by Law or by any Governmental Entity which are customary and typical for similar properties provided, or however, in the case of leased property clauses (i) and leased tangible assets(ii) above, that such matters would not, individually or in the aggregate, reasonably be likely to have a valid leasehold interest inCompany Material Adverse Effect (such matters in clauses (i) and (ii) above, all of its assets constituting personal property (excludingcollectively, for “Permitted Encumbrances”). For purposes of this sentenceAgreement, assets held under leases), free and clear of all Liens other than “Permitted Liens” means (i) statutory ad valorem Liens for Taxes not yet due or delinquent or that are being contested in good faith by appropriate proceedings and real estate for which there are adequate reserves on the financial statements of the Company (if such reserves are required pursuant to GAAP), (ii) easements, covenants, rights-of-way, claims, restrictions and other Liens for current taxes encumbrances of record set forth in the Company Title Insurance Policies, (iii) inchoate materialmen’s, mechanics’, carriers’, workmen’s and assessments repairmen’s liens arising in the usual, regular and ordinary course and not yet past due and payable or the amount or validity payment 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 through negotiations and for which there are adequate reserves on the ordinary course of business financial statements of the Company or (if such Subsidiary consistent with past practice (iiireserves are required pursuant to GAAP) 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 mortgages and deeds of trust granted as at December 31, 2010 (or the notes thereto) included security for financings listed 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”)Disclosure Schedule. (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 Apart from the effect of excluding the Excluded Assets from the Purchased Assets, the Purchased Assets constitute all of the property, fixtures, machinery, equipment and assets necessary for, or one used or held for use in the Business, and such Purchased Assets are sufficient to conduct the Business in the ordinary course and as conducted since January 1, 2018. Seller has good, defensible title and, in the case of its Subsidiaries has good and valid the Clovis Facility, insurable (to the Knowledge of Seller) title to, or or, in the case of leased personal property and the Leased Real Property, has valid leasehold interests in, all Purchased Assets (whether real, personal, tangible or intangible) (including any Purchased Assets set forth or referred to in ‎Section 2.01 of the Seller Disclosure Schedule), and no Purchased Asset is subject to any Lien (except for Permitted Liens). Upon consummation of the transactions contemplated hereby, Buyer will have acquired good, defensible title and, in the case of the Clovis Facility, insurable title to, or, in the case of leased tangible assetspersonal property and the Leased Real Property, a valid leasehold interest in, all each of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leases)the Purchased Assets, free and clear of all Liens other than (i) statutory ad valorem and real estate and other 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”). (ba) Section 4.18(b‎Section 3.16(a) of the Company Seller Disclosure Letter Schedule sets forth a true and complete list of all any real property owned leased, subleased, licensed or otherwise occupied by Seller and used in the Company or any of its Subsidiaries Business as currently conducted (“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 . (b) (i) good and marketable title in fee simple Seller does not owe any brokerage commissions or finder’s fees with respect to all Owned Real Property and any Purchased Asset; (iii) good leasehold title Seller has not leased, subleased, licensed or otherwise granted any Person the right to all use or occupy the Clovis Facility (or any portion thereof), any 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 other Purchased Asset (or order to be sold any portion thereof); (i) Seller (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 Affiliate’s) possession and quiet enjoyment of the Clovis Facility, any Leased Real Property, or any other party theretoPurchased Asset has not been disturbed; (i) all of the fixtures, nor any event whichmachinery, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or and equipment and any other party thereto, except as, individually or personal property included in Purchased Assets located at the aggregate, has not had Clovis Facility 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 maintained in accordance with their terms following normal industry practices and are in all material respects adequate and suitable for the Effective Timepurposes for which they are currently being used and are in all material respects in good operating condition and repair, subject to ordinary wear and tear and taking into account the age of such assets; and (i) Seller has not granted to any third party or parties any options, rights of first offer, or rights of first refusal related to any interest in the Clovis Facility or any Leased Real Property. (c) There are no contractual material repairs, replacements or legal restrictions that preclude or materially restrict the ability to use any Owned Real Property or, regularly scheduled maintenance relating to the knowledge of the CompanyClovis Facility, 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 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 Purchased Asset) that have not been completed and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conductedbeing delayed or deferred. (d) Each Seller has not received notice (whether written or oral) that the Clovis Facility, any Leased Real Property, or any portion thereof is subject to any pending suit for condemnation or expropriation or other taking by any Governmental Authority or that any such condemnation or 33 other taking is threatened or contemplated, and no such condemnation or expropriation or other taking is pending or, to the Knowledge of Seller, threatened. (e) Except as disclosed in Section 3.16(f) of the Company and its Subsidiaries has complied with the terms of all leases to which it is a partySeller Disclosure Schedule, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect thatother than immaterial, individually or in the aggregate, repairs, replacements and maintenance, no construction, improvements, refurbishments or build-outs (“Improvements”) work is required to be done, and Seller (or Affiliate thereof) has not had received any notice from any third party (including any Governmental Authority) asserting or suggesting that any such work is required to be done, upon or in connection with the Clovis Facility, any Leased Real Property (or any other Purchased Asset). All required documents, Filings or other instruments documenting the completion and would compliance of such Improvements required to be submitted to any Person(s) (including any Governmental Authority) with respect thereto have been made. All Improvements required to be performed before the Closing will have been performed in a good, timely and workmanlike manner. (f) Seller (or Affiliate thereof) has not reasonably be expected to have a Material Adverse Effect. Each received notice from any Governmental Authority, or any insurance company or board of fire underwriters, of any defects in or in respect of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leasesClovis Facility or any Leased Real Property or that any violation of any fire, except for any such failure to do so thatbuilding, individually use, 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 4.19zoning law exists.

Properties. (a) Neither the Company nor any of the other Acquired Companies owns any real property. The Company or one of its Subsidiaries the Acquired Companies has a good and valid leasehold interest in each parcel of real property leased by the Company or one of the other Acquired Companies, as applicable (the “Company Leased Real Property”). Section 3.12(a) of the Company Disclosure Schedule lists each lease, subleases, license or other occupancy agreement or arrangement relating to the Company Leased Real Property (each, a “Real Property Lease”). (b) Each Acquired Company has the right to use and occupy the Company Leased Real Property for the full term of the Real Property Lease relating thereto, subject to its respective terms. (c) The Acquired Companies own and have good and marketable title to, or in the case of leased property and leased tangible assets, a valid license or leasehold interest in, all of its assets constituting tangible personal property and assets reflected on the Balance Sheet or acquired after the Balance Sheet Date (excluding, except for purposes of this sentence, personal properties and intangible 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 consistent with past practices) (the “Assets”). This Section 3.12 does not cover intangible personal property and assets of any Acquired Company, including Company IP. Except as set forth in Section 3.12(c) of the Company Disclosure Schedule (the “Current Liens”), none of the Assets is subject to any Lien, except: (1) Liens for taxes not yet due; or (2) mechanic’s, carrier’s, worker’s, material man’s, warehouse man’s, supplier’s, vendor’s or such Subsidiary consistent with past practice (iii) encumbrances on real property similar Liens arising or incurred in the nature ordinary course of zoning restrictions, business; or (3) easements, rights of way, encroachments, restrictive covenants, conditions and other similar rights restrictions of record and easements, covenants, conditions and restrictions not of record as to which no material violation or restrictions that were encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not incurred in connection materially interfere with the borrowing conduct 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 (clauses “(1)” through “(3)” of this Section 3.12(c) are, collectively, the “Permitted Liens”). (bd) Section 4.18(bSchedule 3.12(d) of the Company Disclosure Letter sets forth a true and complete list of Schedule identifies all real property owned by assets that are being licensed or leased to the Company or any of its Subsidiaries Acquired Companies for which the annual rental payment for each such asset exceeds $25,000 (“Owned Real Property”) and all property leased for the benefit of the Company or any of its Subsidiaries (“Leased Real PropertyAssets”). Each of the Company All Leased Assets are leased pursuant to valid, binding 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 enforceable Contracts in accordance with their terms following respective terms. To the Effective TimeKnowledge of the Company there does not exist under any such Contract any material default. (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 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 The Assets 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 are in good operating condition and repair repair, ordinary wear and tear excepted, 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), and are adequate and suitable for their present uses. (f) The Assets constitute all of the material tangible personal property and assets used or held for use in connection with the businesses of the Acquired Companies and represent all of the material tangible personal property and assets necessary for the requirements conduct of the business of the Company Acquired Companies as currently conducted, and its Subsidiaries the Assets in the aggregate are in such operating condition and repair (subject to normal wear and tear) as is necessary for the conduct of the businesses of the Acquired Companies 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(b3.10(a) of the Company HSE Disclosure Letter Schedule sets forth a true and complete list list, as of the date hereof, of all real property owned by (together with all plants, buildings, structures, installations, fixtures, fittings, improvements, betterments and additions situated thereon, all privileges and appurtenances thereto and all easements and rights-of-way used or useful in connection therewith, the Company or any of its Subsidiaries (“Owned Real Property”) and all tangible personal property leased for the benefit (including vehicles and propane tanks but excluding propane and other natural gas liquids) owned by any HSE Group Entity. (b) Section 3.10(b) of the Company HSE Disclosure Schedule sets forth a true and complete list, as of the date hereof, of each real property leased, subleased, licensed, or any of its Subsidiaries otherwise used (together with all Rights-of-Way (as defined below), plants, buildings, structures, installations, fixtures, fittings, improvements, betterments and additions situated thereon, all privileges and appurtenances thereto and all easements and rights-of-way used or useful in connection therewith, collectively, the “Leased Real Property”), by any HSE Group Entity, including all Real Property Leases relating thereto and all options that give the tenant the right, or require the tenant (upon any circumstances), to purchase any Leased Real Property. With respect to Leased Real Property, such real property and buildings are held under valid and subsisting and enforceable Real Property Leases, free and clear of all Encumbrances, except for Permitted Encumbrances. (c) Section 3.10(c) of the HSE Disclosure Schedule sets forth a true and complete list, as of the date hereof, of all leases and extensions, modifications, supplements and amendments thereto, granting to any HSE Group Entity possession of or rights to personal property. (d) No HSE Group Entity assigned any interest in, or subleased any parcel of Leased Real Property or its right under any Real Property Lease, and there are no uncured, material breaches or defaults by any HSE Group Entity or, to Knowledge of HSE General Partner, the landlords under such Real Property Leases. (e) Each HSE Group Entity 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 the limitations contained in Section 3.10(e) of the HSE Disclosure Schedule. Each HSE Group Entity has fulfilled and performed all of its material obligations with respect to such Rights-of-Way and, to the Knowledge of any HSE Group Entity, no event has occurred or is anticipated to occur that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in a default thereunder or any impairment of the Company rights of the holder of any such Rights-of-Way, and its Subsidiaries none of such Rights-of-Way contains any restriction that is materially burdensome to HSE. (f) Each HSE Group Entity has (i) good and marketable title in fee simple title to all Owned Real Property and (ii) good leasehold marketable title to all Leased Real Property, in each casetangible personal property owned by such HSE Group Entity, free and clear of all Liens Encumbrances 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 TimeEncumbrances. (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 FrontStreet Companies, individually or one of its Subsidiaries has good and valid title totogether, or in the case of leased property and leased tangible assets, a valid leasehold interest inown, all of its the assets constituting personal property reflected in the Consolidated Balance Sheet (excluding, for purposes other than any assets reflected in the Consolidated Balance Sheet that have been sold or otherwise disposed of this sentence, since the date of the Consolidated Balance Sheet without breaching Section 4.16 or 6.1(b)) and all other assets (including Real Property Interests) owned by them or held by them under leases), valid leaseholds (the “Assets”) free and clear of all Liens Title Defects, other than the Pipeline Assets, as to which they have such title or interest as is sufficient to enable them to conduct their business as currently conducted without material interference. Neither Sellers nor either FrontStreet Company has received any written notice of any claim asserting the existence of a Title Defect in connection with any material Assets. To Sellers’ Knowledge, there are no assessments against the Assets for public improvements. As of the date of this Agreement, there has been (i) statutory ad valorem and real estate and other Liens for current taxes and assessments not yet past due no actual or, to Sellers’ Knowledge, threatened taking (whether permanent, temporary, whole or partial) of any part of the amount Assets by reason of condemnation or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’to Sellers’ Knowledge, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course no threat of business condemnation of any part 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”)Assets. (b) Section 4.18(b) To Sellers’ Knowledge, the Assets constitute all of the Company Disclosure Letter sets forth a true assets, rights and complete list properties, tangible or intangible, real or personal, that are used or necessary for use in connection with the operation of all real the business of the FrontStreet Companies consistent with past practice and as currently operated. To Sellers’ Knowledge, the personal property owned or leased by the Company FrontStreet Companies is sufficient to enable them to conduct their business as currently conducted. There are no preferential rights, rights to purchase, rights of first refusal, rights of first offer or similar rights to purchase any of its Subsidiaries (“Owned Real Property”) and all property leased for the benefit material Asset or material portion 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 TimeAssets. (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 CompanySellers’ 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 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 Title Defects that, individually or in the aggregate, has not have had and would not reasonably be expected to or will have a Material Adverse Effect. Each material adverse effect on the ability of the FrontStreet Companies to conduct their business as currently conducted without material interference. (d) Neither Sellers nor either FrontStreet Company and its Subsidiaries enjoys peaceful and undisturbed possession has received any notice of default or termination or is in default, under all such the terms of any leases, except for any such failure easements or rights of way with respect to do so thatthe Real Property Interests, individually that has resulted in or might result in a material impairment or loss of title to the Real Property Interests or the value thereof or that has or would hinder or impede the operations of the assets of either FrontStreet Company or adversely affect the ability of the FrontStreet Companies to own and operate their assets from and after the Closing in the aggregateordinary course of business as conducted by the FrontStreet Companies prior to Closing. (e) To Sellers’ Knowledge, has not had the Assets of the FrontStreet Companies that are tangible assets are, in all material respects, in good operating and would not reasonably be expected working order, repair and condition, subject to have a Material Adverse Effect. This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19ordinary wear and tear.

Properties. (a) The Company or one of its Subsidiaries has good and valid title to, or Except in the any such 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 as 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 propertiesreasonably likely to have a Material Adverse Effect, (iv) existing Liens disclosed in with respect 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 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 its Subsidiaries, the Company or one of its Subsidiaries has valid title to such real property, free and clear of any Liens, and there are no outstanding options to purchase real property. (“Owned Real Property”b) The Company has heretofore made available to Parent copies of all material leases, subleases and all property leased for the benefit of other agreements under which the Company or any of its Subsidiaries (“Leased Real Property”). Each of uses or occupies or has the Company and its Subsidiaries has (i) good and marketable title in fee simple right to all Owned Real Property and (ii) good leasehold title to all Leased Real Propertyuse or occupy, 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 now or in the aggregatefuture, any real property (the “Real Property Leases”) (including all modifications, amendments, supplements, waivers and side letters thereto). 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 (i) each Real Property have been obtainedLease is valid, all leases of Leased Real Property shall remain valid binding and binding in accordance with their terms following the Effective Time. full force and effect; and (cii) 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 no termination event or condition or uncured default of a material nature on the part of the Company or or, if applicable, any of its Subsidiaries exists under any Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, except for immaterial Liens. Neither the current or contemplated use Company nor any of such real property. To its Subsidiaries has received written notice of any pending, and to the knowledge of the CompanyCompany there is no threatened, there are no material latent defects condemnation or material adverse physical conditions affecting similar proceeding with respect to any property leased pursuant to any of the Owned Real Property Leases. (c) The Company and its Subsidiaries have good and valid title to their material owned assets and properties, or Leased Real Property. All plantsin the case of assets and properties they lease, warehouseslicense, distribution centersor have other rights in, structures good and valid rights by lease, license or other buildings on the Owned Real Property or Leased Real Property are adequately maintained in agreement to use, all material respects assets and are properties (in good operating condition each case, tangible and repair for the requirements of the business of intangible) necessary to permit the Company and its Subsidiaries to conduct their respective businesses as currently conducted. (d) Each of the Company and its Subsidiaries has complied with the terms of , except, in all leases cases, as would not be reasonably 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, 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 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, XxXxx Property Investments, Inc., as amended by Amendment 1 to Net Lease Agreement 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) Schedule 4.8(a) sets forth a complete and accurate description of the terms of all leases (the “Leases”) pursuant to which NxOpinion leases real or personal property. True and correct copies of each of the Leases have been furnished or made available to XXXX. Each of the Leases is valid, binding and enforceable in accordance with its terms and is in full force and effect. Except as set forth on Schedule 4.8(a), NxOpinion is not in material default under any term of any Lease nor, to the best of NxOpinion’s knowledge, is any other party thereto in default thereunder, and no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default by NxOpinion thereunder. The Company or one transactions contemplated by this Agreement shall not constitute a breach of any Lease. NxOpinion does not own any real property. (b) Except as set forth in Schedule 4.8(b), NxOpinion has good, valid and marketable title to its Subsidiaries has good and valid title to, or assets reflected in the case NxOpinion Unaudited Balance Sheet or acquired after the date of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting the NxOpinion Unaudited Balance Sheet (except for personal property (excluding, for purposes of this sentence, assets held under leases), free bought 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 sold in the ordinary course of business after the date of the Company NxOpinion Unaudited Balance Sheet), and as of the Closing, NxOpinion will have good, valid and marketable title to its assets, free and clear of any mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances or such Subsidiary consistent charges of any kind (collectively, “Liens”), other than (i) Liens shown on its Unaudited Balance Sheet as securing specified liabilities (with past practice respect to which no default exists), (ii) Liens for current taxes not yet due, 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 all minor imperfections of title that and encumbrances, if any, which do not, individually or in the aggregate, not impair the continued ownershipoperations of NxOpinion (collectively, 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 set forth in Schedule 4.8(b), all tangible assets 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 NxOpinion 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 located 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 State 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 TimeMichigan. (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 Except as set forth in the Company or one of its Subsidiaries Letter, the Company (A) has good good, valid and valid marketable title toto all the properties and assets reflected in the latest audited financial statements included in the Company Financial Statements as being owned by the Company, 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 assets, a valid leasehold interest in, all of its assets constituting personal property (excluding, for purposes of this sentence, assets held under leasesbusiness), free and clear of all Liens mortgages, pledges, security interests, claims, liens, charges, options or other than encumbrances of any nature whatsoever (iincluding, without limitation, in the case of real property, easements and rights-of-way) (collectively, "Liens"), except (x) statutory ad valorem and real estate and other Liens for current taxes and assessments securing payments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedingsdue, (iiy) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ or similar Liens arising on assets of the Company incurred in the ordinary course of a commercial banking business and (z) such Liens and imperfections or irregularities of title that do not materially affect the use of the Company properties 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 assets subject thereto or restrictions that were not incurred in connection with the borrowing of money affected thereby or the obtaining of advances or credit and that do not, individually or in the aggregate, otherwise materially impair present business operations at such properties, 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; Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) and (v) any such matters of record, Liens and other imperfections of title that do not, individually or is in the aggregate, impair the continued ownership, use and operation possession of the assets properties purported to which they relate in be leased thereunder, and each such lease is valid without default thereunder by the business of lessee or, to the Company and its Subsidiaries as currently conducted (“Permitted Liens”)Company's knowledge, the lessor. (bii) Section 4.18(b) of The Company has set forth in the Company Disclosure Letter sets forth a true and complete list the street address of all real property currently 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 including properties held by the Company as a result of foreclosure or repossession or carried on the Company, any of its Subsidiaries or any 's books as "other party thereto, except as, individually or real estate owned" (the "Current Real Properties"). Except as set forth in the aggregateCompany Letter, has not had the Current Real Properties are in generally good condition 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 the Effective Time. (c) There are no contractual or legal restrictions that preclude or materially restrict the ability reasonable and prudent business practices applicable to use any Owned Real Property or, to the knowledge of the Company, Leased Real Property by like facilities. Except as set forth in the Company or any of its Subsidiaries for the current or contemplated use of such real property. To the knowledge of the CompanyLetter, there are no material latent defects proceedings, claims, disputes 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 any of the business Current Real Properties or leasehold interests of the Company and its Subsidiaries that, insofar as currently conducted. (d) Each of the Company and its Subsidiaries has complied reasonably can be foreseen, may curtail or interfere with the terms use 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 Section 3.12(a) of the Company or one Disclosure Schedules, the Company 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)marketable title, free and clear of all Liens other than Liens, to all of the properties and assets, real and personal, tangible or intangible (in each case, that is owned by the Company and used in the Business), except for (i) statutory ad valorem and real estate and other Liens for current taxes Taxes or assessments and assessments similar charges not yet past due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, or (ii) mechanics’mechanic's, workmen’smaterial men's, repairmen’scontractor's, landlord’s, warehousemen’s, carriers’ repairman's or similar Liens arising in the ordinary course of business of (the Company or such Subsidiary consistent with past practice items in clauses (iiii) 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 (vii) any such matters of recordcollectively, 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) Except as set forth in Section 4.18(b3.12(b) of the Company Disclosure Letter sets forth a true Schedule, all machinery, equipment and complete list other tangible personal property owned or leased by the Company Group or used in the Company's business are (i) in generally good operating condition in all material respects, reasonable wear and tear excepted, and (ii) not in need of all renewal or replacement, except for renewal or replacement in the ordinary course of business. Section 3.12(b) of the Company Disclosure Schedule identifies each parcel of real property owned leased by the Company or any Subsidiary. The Company has provided to Parent true, correct and complete copies of its Subsidiaries (“Owned Real Property”) all leases, subleases and other agreements under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy any real property or facility, including all property leased for the benefit modifications, amendments and supplements thereto, and such lease, sublease or other agreement is a valid, binding and enforceable obligation of the Company or any of its Subsidiaries (“Leased Real Property”). Each Company, and will continue to be a valid, binding obligation of the Company and its Subsidiaries has (i) good and marketable title enforceable immediately following the Closing in fee simple to all Owned Real Property and (ii) good leasehold title to all Leased Real Property, accordance with the terms thereof as 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, effect prior to the knowledge Closing (except as the foregoing may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting the enforcement of creditors' rights generally and legal principles of general applicability governing the availability of equitable remedies (whether considered in a proceeding in equity or at Law or under applicable legal codes)). Neither 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 nor to the Company's Knowledge, any of its Subsidiaries or any other party theretoto such leases, nor any subleases or other agreements, is in breach or default, and no event has occurred which, with notice or lapse of time or bothtime, would constitute a breach or default thereunder by or permit termination, modification or acceleration thereunder, and there are no disputes, oral arguments or forebearance programs to which the CompanyCompany or its Subsidiaries are a party in effect as to any lease or sublease. Except as set forth in Section 3.12(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries or owns 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 and each of its Subsidiaries has good and valid marketable title toto all assets and properties, whether real or personal, tangible or intangible, that it purports to own, subject to no liens, mortgages, security interests, encumbrances or charges of any kind except: (a) as noted in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property most recent Company Financial Statements; (excluding, for purposes of this sentence, assets held under leases), free and clear of all Liens other than (ib) statutory ad valorem and real estate and other Liens liens for current taxes and assessments Taxes not yet past due delinquent or the amount or validity of which is being contested in good faith by appropriate proceedingsProceedings and for which appropriate reserves have been established and reflected on the Company Financial Statements; (c) pledges or liens required to be granted in connection with the acceptance of government deposits, (ii) mechanics’, workmen’s, repairmen’s, landlord’s, warehousemen’s, carriers’ granted in connection with repurchase or similar Liens arising reverse repurchase agreements or otherwise incurred in the ordinary course Ordinary Course of business Business; (d) the issued and outstanding shares of the common stock of Company or such Subsidiary consistent Bank pledged to West Bank in connection with past practice Company’s outstanding debt obligation to West Bank (iiithe “West Bank Note”); (e) encumbrances on real property collateral pledged to the FHLB in the nature Ordinary Course of zoning restrictions, Business; (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 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 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 (vg) any such matters of record, Liens minor defects and other imperfections of irregularities in title and encumbrances that do not, individually or in the aggregate, not materially impair the continued ownership, use and operation of thereof for the assets to purposes for which they relate in are held (collectively, the business of the “Permitted Exceptions”). Company and each of its Subsidiaries as currently conducted (“Permitted Liens”). (b) Section 4.18(b) lessee has the right under valid and existing leases to occupy, use, possess and control any and all 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 respective 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 effectit, 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 and 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 the knowledge Knowledge of the Company, Leased Real Property the lessor. All buildings and structures owned by the Company or any and each of its Subsidiaries for lie wholly within the current or contemplated use of such real property. To the knowledge boundaries of the Companyreal property owned or validly leased by it, there are no material latent defects and do not encroach upon the property of, 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 otherwise conflict with the terms of all leases to which it is a partyproperty rights of, 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 4.19other Person.

Properties. (a) The A true and complete list of all of the real property owned by the Company and its Subsidiaries is set forth in Section 3.15(a) of the Disclosure Schedule (collectively, the "OWNED REAL PROPERTY"). Honeywell has heretofore Made Available to Purchaser true and complete copies of the most recent surveys for the Owned Real Property in the possession of any of Honeywell, the Company or one its Subsidiaries. (b) Section 3.15(b) of the Disclosure Schedule contains a true and complete schedule of all leases and subleases under which the Company or any of its Subsidiaries has use or occupy or have the right to use or occupy, any real property (collectively, the "REAL PROPERTY LEASES") (the land, buildings and other improvements covered by the Real Property Leases being herein called the "LEASED REAL PROPERTY" and, collectively with the Owned Real Property, the "PROPERTY"), which schedule sets forth the date of and the parties to each Real Property Lease, and the address of the Leased Real Property covered thereby. Neither the Company nor its Subsidiaries, as tenant, are in monetary default beyond any applicable notice and cure periods with respect to the Real Property Leases with annual base rents of at least $100,000. (c) Section 3.15(c) of the Disclosure Schedule contains a true and complete schedule of all leases, subleases, licenses and other agreements (collectively, the "SPACE LEASES") granting to any person other than the Company and its Subsidiaries any right to the possession, use, occupancy or enjoyment of the Property or any portion thereof, which schedule sets forth the date of and the parties to each Space Lease. (d) Except as set forth in Section 3.15(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or holds, nor is it obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of the Property or any portion thereof or interest therein. (e) The Company and its Subsidiaries have good and valid marketable title toto all machinery, or equipment, furniture and other tangible assets used in the case ordinary course of leased property their business and leased tangible assets, a valid leasehold interest in, all of its assets constituting personal property operations that they purport to own (excluding, for purposes of this sentence, assets held under leases"TANGIBLE PROPERTY"), free and clear of all Liens any Encumbrances other than Permitted Encumbrances. The Tangible Property is in operating condition and repair (iordinary wear and tear excepted) statutory ad valorem and real estate sufficient to operate the SPS Business in the ordinary course consistent with past practice. (f) The Company and other Liens for current taxes its Subsidiaries own, lease, sublease or license all Property 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 Tangible Property that are used in the ordinary course of their 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”)operations. (bg) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list All material components of all real property owned buildings, structures and other material improvements included within the Owned Real Property and to the knowledge of Honeywell included within the Leased Real Property that is actually and physically occupied by the Company or any of its Subsidiaries (“Owned Real Property”the "IMPROVEMENTS"), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, systems and facilities included therein, are in operating condition and repair (ordinary wear and tear excepted) and all property leased for sufficient to operate the benefit SPS Business in the ordinary course consistent with past practice. (h) The Company and the Subsidiaries of the Company or any of its Subsidiaries (“Leased Real Property”). Each have, as of the Company and its Subsidiaries has (i) Closing Date, good and marketable fee title in fee simple to all the Owned Real Property and (ii) good a valid leasehold title to all interest in the Leased Real Property, as provided in the applicable Lease, in each case, free and clear of all Liens any liens, defects, exceptions, rights of way, restrictions, covenants, claims, similar matters, or other encumbrance in respect of such property or asset (collectively, "ENCUMBRANCES"), except for Permitted Liens. No parcel Encumbrances. (i) Neither the Company nor any of its Subsidiaries has received written notice (and with respect to the Leased Real Property, written notice from the respective landlord) of any pending, threatened or contemplated condemnation proceeding affecting the Owned Real Property or the Leased Real Property that is 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 actually and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease physically occupied by the Company, Company or any of its Subsidiaries or any part thereof or of any sale or other party thereto, nor any event which, with notice or lapse disposition 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 such Leased Real Property have been obtained, all leases or any part thereof in lieu of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Timecondemnation. (cj) There are Since January 1, 2003, no contractual or legal restrictions that preclude or materially restrict material portion of the ability to use any Owned Real Property orhas suffered during the period of ownership, to the knowledge occupancy or use of the Company, Leased such Owned Real Property by the Company or any of its Subsidiaries for the current Subsidiaries, any material damage by fire 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 casualty 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 heretofore been completely repaired 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 4.19restored.

Properties. (a) The Neither the Company or one nor any of its Subsidiaries has good and valid owns or holds title toto any real property. With respect to the Assets it leases, 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 each of the Company and its Subsidiaries as currently conducted (“is in compliance with such leases in all material respects and holds a valid leasehold interest in such Assets free of any liens, claims or encumbrances of any kind whatsoever other than Permitted Liens”). (b) Encumbrances. Section 4.18(b) 7.8 of the Company Disclosure Letter Schedule sets forth forth: (i) a true true, correct and complete description of the Principal Assets, (ii) a true, correct and complete list of all real property owned by leases or rental contracts under which the Company or any of its Subsidiaries is a lessee, lessor, sublessee or sublessor, and (“Owned Real Property”iii) a true, correct and complete list of all property leased for the benefit equipment used by each of the Company or any and its Subsidiaries in the operation of its Subsidiaries (“Leased Real Property”)business which is owned or leased by the Company or such Subsidiary and which had an original cost of $25,000 or more. Each of the Company and its Subsidiaries has (i) beneficial ownership of and good and marketable title in fee simple to all Owned Real Property Assets owned by it, 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 such Assets are not subject to any governmental decree mortgages, liens, pledges, loans or order to be sold or is being condemned, expropriated or otherwise taken by encumbrances of 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 proposedkind whatsoever other than Permitted Encumbrances. All leases of Leased Real Property real and all amendments tangible personal property, including machinery, equipment 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 fixtures currently used 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 obtainedBusiness is, all leases and at the time 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 orClosing will be, 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 repair, ordinary wear and tear excepted, and is adequate and suitable for the requirements of purposes for which it is presently being used. All improvements on leased property used in the business operation of the Company Business and its Subsidiaries as currently conducted. (d) Each the present use thereof are in accordance with all applicable laws and the agreements under which such improvements are leased. The value of any fixed asset used in the operation of the Company and its Subsidiaries Business has complied not been written up or down, other than pursuant to depreciation or amortization expenses in accordance with GAAP, applied on a consistent basis. Except as set forth in Section 7.8 of the terms of all leases to which it is a partyDisclosure Schedule, and all such leases are in full force and effectno Key Shareholder has any right, except for any such noncompliance title or failure to be in full force and effect thatinterest, individually or jointly with any other person, directly or indirectly, in the aggregate, has not had and would not reasonably be expected or to have a Material Adverse Effect. Each any 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 4.19Principal Assets.