Common use of Property Clause in Contracts

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All personal property (the “Personal Property”) located on the real property described as follows: [Real Property Description] For the Consideration, Xxxxxxx quitclaims to Grantee all of the Borrower’sGrantor's right, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectiontitle, and (y) where interest, if any, in and to the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected Personal Property, to have a Material Adverse Effect on either the Borrower and to hold it to Grantee and Xxxxxxx's heirs, successors, and assigns forever. Neither Grantor nor Xxxxxxx's heirs, successors, or the REIT Guarantor. The Borrower has completed assigns will have, claim, or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ demand any right or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing title to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries Personal Property or any part thereofof it. It is the intention of the Grantor to convey only that Personal Property to which Grantor has title; however, andGrantor does not warrant title. The terms of this Quitclaim Bill of Sale shall supersede any contrary provision contained in any other document, including the Purchase Agreement, related to the knowledge transfer of the BorrowerPersonal Property. This Quitclaim Bill of Sale is made and accepted subject to taxes for the prior, no such proceedings current and subsequent years and subsequent assessments for prior years and the current year. All taxes, transfer, property and/or sales, on the Personal Property or related to this transfer are presently threatened or contemplated assumed by any taking authority whichGrantee and Grantee covenants and promises to pay the same. GRANTOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW WITH RESPECT TO ANY MATTER CONCERNING THE PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (i) TITLE, (ii) HABITABILITY, MERCHANTABILITY OR SUITABILITY OR FITNESS OF THE PERSONAL PROPERTY FOR A PARTICULAR PURPOSE OR USE, (iii) THE NATURE AND CONDITION OF THE PERSONAL PROPERTY, OR (iv) COMPLIANCE WITH ANY LAW, ORDINANCE OR REGULATION OF ANY GOVERNMENTAL ENTITY OR BODY. SALE OF THE PERSONAL PROPERTY IS MADE ON AN “AS IS, WHERE IS” AND “WITH ALL FAULTS” BASIS, AND ANY AND ALL WARRANTIES AND COVENANTS ARISING UNDER STATE LAW DO NOT APPLY TO THIS CONVEYANCE. XXXXXXX ACKNOWLEDGES THAT XXXXXXX HAS HAD THE FULL, COMPLETE AND UNFETTERED RIGHT TO INSPECT THE PERSONAL PROPERTY TO GRANTEE’S SATISFACTION AND THAT THE PURCHASE PRICE PAID FOR THE PERSONAL PROPERTY WAS IN PART BASED UPON THE FACT THAT THIS CONVEYANCE WAS MADE BY GRANTOR WITHOUT WARRANTY OR REPRESENTATION. BY ACCEPTANCE OF THIS QUITCLAIM BILL OF SALE, XXXXXXX ACKNOWLEDGES THAT XXXXXXX HAS RELIED ONLY UPON XXXXXXX’S OWN INSPECTIONS AS TO THE CONDITION OF THE PERSONAL PROPERTY, OR ITS OWN DECISION NOT TO INSPECT ANY MATTER. When the context requires, singular nouns and pronouns include the plural. By: Name: Title: THE STATE OF TEXAS § COUNTY OF McLENNAN § BEFORE ME, the undersigned, a Notary Public in and for said county and state, on this day personally appeared , who is a for , a , known to me to be the person whose name is subscribed to the foregoing instrument, and he acknowledged to me that he executed the same for the purposes and consideration therein expressed, as the act and deed of said company and in the capacity therein stated. Given under my hand and seal of office this day of , 2015. Notary Public, State of Texas By: Name: Title: THE STATE OF § COUNTY OF § BEFORE ME, the undersigned, a Notary Public in and for said county and state, on this day personally appeared , who is a for , a , known to me to be the person whose name is subscribed to the foregoing instrument, and he acknowledged to me that he executed the same for the purposes and consideration therein expressed, as the act and deed of said corporation and in the capacity therein stated. Given under my hand and seal of office this day of , 2015. Notary Public, State of This ABSOLUTE ASSIGNMENT AND ASSUMPTION OF LEASES (this “Assignment”) is made as of , 2015, by , a limited liability company (“Assignor”), in all such eventsfavor of (“Assignee”) and is executed in connection with one certain Real Estate Purchase Agreement dated , individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect2015 (“Agreement”) entered into between Assignor and Assignee.

Property. All of 6.1 The Purchaser shall be allowed up to and including the Borrower’sClosing Date, which shall be referred to as the other Obligors’ “Due Diligence Period”, to satisfy itself that: (a) the title to the Property is good and their respective Subsidiaries’ properties are in good repair free from restrictions, mortgages, charges, liens and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing encumbrances except as of the date of acquisition of such property as permitted otherwise specifically provided in this SectionAgreement and save and except for: (i) any registered restrictions or covenants that run with the Property, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses provided that such property is not have been complied with, (ii) any registered municipal agreements and agreements with publicly regulated utilities, provided that such have been complied with, (iii) any easements and rights- of-way, provided that such have been complied with, (iv) any qualifications, reservations, provisos and limitations contained in violation of or imposed by any applicable statute and/or any authority having jurisdiction over the representations and covenants set forth Property provided that such have been complied with, (v) any discrepancies in this Agreement, unless such violation has been title or possession which would be disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(eeby an up-to-date survey; (b) hereto, there are no pending eminent domain proceedings against outstanding orders, deficiency notices or directives issued by any property federal, provincial or municipal authority affecting the Property; and 6.2 If, within the Due Diligence Period, the Purchaser notifies the Vendor or the Vendors’ Solicitors of any valid objection to title or to any outstanding order, deficiency notice or directive or to the fact that the present use of the BorrowerProperty may not be lawfully continued and which the Vendors are unable or, in their discretion, determine not to remove, remedy or satisfy and which the Purchaser will not waive, this Agreement shall, notwithstanding any intermediate acts or negotiations in respect of any such matter, be at an end, then the Vendor shall refund to the Purchaser the amount paid without interest or penalty and the Vendor shall not be liable for any costs or damages or other claims. Save as to any valid objection so made within the Due Diligence Period, and except for any objection going to the root of the title, the other Obligors or their respective Subsidiaries or any part thereof, and, Purchaser shall be conclusively deemed to have accepted the Vendors’ title to the knowledge Property. 6.3 The Purchaser shall not call for the production of any title deed, abstract, survey or other evidence of title to the Property except as are in the control or possession of the BorrowerVendor. The Vendor agrees that the Vendor will deliver any sketch or survey of the Property in the Vendor’s control or possession to the Purchaser as soon as practicable and prior to the last day allowed for examining title to the Property. The Purchaser shall be solely liable for the cost of any up-to-date survey, no such proceedings are presently threatened surveyor's description or reference plan of the Property that may be required in connection with the completion of the transaction contemplated by this Agreement. 6.4 The Vendor, upon the request of the Purchaser, shall forthwith deliver letters in a form satisfactory to the Purchaser addressed to such governmental authorities as may be reasonably requested by the Purchaser or its solicitors authorizing the release of any taking authority whichinformation as to compliance matters which such governmental authorities may have pertaining to the Property; provided, in all however, that nothing herein contained shall be deemed to authorize or permit the Purchaser to request any governmental or municipal inspections of the Property. If this Agreement is not completed the Purchaser shall keep any such eventsinformation strictly confidential and shall not use it for any purpose whatsoever. 6.5 There is no condition, individually representation or warranty of any kind, express or implied, that the condition of the Property shall be appropriate for any particular use, unless expressly set out herein, or that the present use by the Vendor or the future intended use by the Purchaser is or will be lawful or permitted, or that any sketch or survey delivered by the Vendor to the Purchaser is complete or accurate. Without limiting the generality of the foregoing, this Agreement shall not be affected by any change in the aggregate have had zoning or could reasonably be expected to have a Material Adverse Effect. None use of the property Property prior to completion. The Vendor shall not apply for any change in zoning after the Acceptance Date and prior to completion or termination of this transaction, without the Borrower, the other Obligors Purchaser's prior written approval or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectconsent.

Property. All (a) Seller has, and will convey to Purchaser at the Closing, good and marketable title, such as is insurable by any reputable title insurance company, to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. No lien, judgment or encumbrance which (A) does not specifically pertain to the Real Property and (B) is insured by the title company insuring Purchaser’s title to the Real Property, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice of any material uncured current violations, citations, summonses, subpoenas, compliance orders, directives, suits, other legal processes, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property, and, except as would not reasonably be expected, individually or in the aggregate, to materially affect Purchaser’s use and enjoyment of the Borrower’sOwned Real Property, there is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened before any governmental authority that relates to Seller or the other Obligors’ and their respective Subsidiaries’ properties are in good repair and Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches, nor, to Seller’s knowledge, has any such proceeding been threatened. (d) Seller has received no written notice of any material default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and, to Seller’s knowledge, no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Real Property (other than the Branch Leases), and the Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, that would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) Seller has valid title to its Personal Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and has the right to sell, convey, transfer, assign and deliver to Purchaser all of the Personal Property. The Personal Property is in working order in all material respects (subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect).

Property. All Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Company, threatened condemnation proceedings against the BorrowerReal Property. Company and its Subsidiaries are in compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Company and its Subsidiaries own and have good and valid title to, or contemplated have valid rights to use, all material tangible personal property used by any taking authority whichthem in connection with the conduct of their businesses, in each case, free and clear of all such eventsLiens, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectthan Permitted Encumbrances.

Property. All The applicable Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in its Statutory Statements as being owned by such Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all material Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use or value (as reflected in each Company’s financial statements) of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use or value (as reflected in each Company’s financial statements) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Statutory Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties, the other Obligors’ “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Seller’s knowledge, the lessor. The Companies and their respective Subsidiaries’ properties are Subsidiaries own and have good and valid title to, or have valid rights to use, all material tangible personal property used by them in good repair connection with the conduct of their businesses, in each case, free and condition, subject to ordinary wear and tearclear of all Liens, other than Permitted Encumbrances. To Seller’s knowledge, neither the whole nor any portion of the Real Property (x) with has been damaged in any material respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and or destroyed or (y) where the failure of the properties of any Subsidiary of the Borrower is being or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid condemned or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated otherwise taken by any public authority, nor has any such condemnation or taking authority which, been threatened in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectwriting.

Property. All The Company or a Company Subsidiary (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties, the other Obligors’ “Company Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. The Company Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Company Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, no such threatened condemnation proceedings against the Company Real Property. The Company and its Subsidiaries are presently threatened or contemplated by any taking authority whichin compliance with all applicable health and safety related requirements for the Company Real Property, in all such events, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All (a) The Company and the Subsidiaries have good title to all assets other than the Real Property (as defined herein) necessary to conduct the business of the Borrower’s, Company as currently conducted except to the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where extent the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor this representation and warranty to be in good repair and condition has true would not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation Effect. (b) Section 4.20 of the environmental condition Company Disclosure Letter contains a complete and accurate legal description of each Property as parcel of real property owned, leased or used in any manner by the later of Company and the date of the Borrower’sSubsidiaries (collectively, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons"REAL PROPERTY"), including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportindicating, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that case, whether such property is not in violation owned or leased. The Real Property constitutes all of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing Real Property necessary to the Agent conduct of the Business as currently conducted. The Company and remediation actions satisfactory its Subsidiaries have good and marketable title to Agent are being takenthe Real Property which it owns and to all plants, buildings and improvements thereon, free and clear of any Liens, claims, charges, imperfections of title, encroachments, easements, rights-of-way, squatters' rights, encumbrances, covenants, conditions or restrictions of any kind or nature whatsoever, other than those described in Section 4.20 of the Company Disclosure Letter. (c) The Company and the Subsidiaries have a valid and enforceable leasehold interest, free and clear of all Liens, in each parcel or tract of leased Real Property attributable to it pursuant to a lease (the "LEASES"). The Company or the Subsidiaries, as applicable, has performed all of the obligations required to be performed by the tenant under the Leases, possesses and quietly enjoys the Real Property demised under each of the Leases and has not released any of its rights under the Leases. (d) Neither of the Company or the Subsidiaries is a foreign person within the meaning of Section 1445 of the Code. 28 (e) There are no unpaid or outstanding real estate or other taxes or assessments on or against not currently any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, no such threatened (i) condemnation, eminent domain or similar proceedings are presently threatened that would affect any parcel of Real Property, or contemplated (ii) any future improvements by any taking authority whichGovernmental Entities, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None any part of the property cost of which would be assessed against the Real Property. Since the Balance Sheet Date, all Real Property has been maintained, repaired and replaced consistent with past practice in a manner that is appropriate for the continued operation of the Borrowerbusiness of the Company. To the knowledge of the Company, the ownership, occupancy, operation or use by the Company of each parcel of Real Property including, without limitation, all buildings, structures and improvements located on such property (i) complies with and does not violate any restriction imposed by any declaration, covenant running with the land, lease, permit, deed of restriction or other Obligors contract affecting such Real Property; (ii) complies with and does not violate any Law, including, without limitation, fire and zoning Laws; and (iii) there are no pending changes in Laws affecting any of the Real Property (including zoning) that will render any part of the business of the Company as presently conducted illegal or their respective Subsidiaries uneconomical. To the knowledge of the Company, there is now damaged no plan, study or injured as a result effort with respect to any of the Real Property by any Governmental Authorities or of any fire, explosion, accident, flood or other casualty in Person that could adversely affect any manner which individually or in of the aggregate has had or could reasonably be expected to have any Material Adverse Effectbusiness of the Company.

Property. All (a) Neither Foamix nor the Foamix Subsidiary owns any real property. Neither Foamix nor the Foamix Subsidiary is party to any agreement or option to purchase any real property. (b) Section 3.17(b) of the Borrower’sFoamix Disclosure Letter sets forth a true and correct list of each lease, license, sublease or similar occupancy agreement (each, a “Foamix Real Property Lease”) (showing the other Obligors’ parties thereto and their respective Subsidiaries’ properties location) under which Foamix or the Foamix Subsidiary is lessee, sublessee or licensee of, or holds, uses or operates, any material real property owned by any third Person (the “Foamix Leased Real Property”). The Foamix Real Property Leases are valid, binding, and in good repair full force and condition, subject to ordinary wear effect and tearfree and clear of all Liens, other than (x) with respect to deferred maintenance existing as Permitted Real Property Liens. Neither Foamix nor the Foamix Subsidiary has collaterally assigned, transferred or pledged any interest in any of the date of acquisition of such property as permitted in this Section, and Foamix Real Property Leases. (yc) where Neither the failure whole nor any part of the properties of Foamix Leased Real Property is subject to any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security pending suit for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate condemnation or other taxes or assessments on or against taking by any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofpublic authority, and, to the knowledge Knowledge of the BorrowerFoamix, no such proceedings are presently condemnation or other taking is threatened or contemplated by contemplated. Neither Foamix nor the Foamix Subsidiary has leased, subleased, licensed, or otherwise granted to any taking authority whichPerson the right to use or occupy any portion of the Foamix Leased Real Property. To the Knowledge of Foamix, in all such eventsbuildings, structures, facilities and improvements located on the Foamix Leased Real Property, including buildings, structures, facilities and improvements which are under construction (collectively, the “Foamix Improvements”) comply with all applicable requirements of Laws, except as would not, individually or in the aggregate have had or could aggregate, reasonably be expected to have a Foamix Material Adverse Effect. None To the Knowledge of the property of the BorrowerFoamix, the other Obligors or their respective Subsidiaries is now damaged or injured Foamix Improvements are (A) in good operating condition and repair (ordinary wear and tear excepted) and (B) sufficient for continued use in the manner in which they are presently being used, except as a result of any firewould not, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could aggregate, reasonably be expected to have any a Foamix Material Adverse Effect.

Property. All 16.1 The Property comprises all the lands and buildings occupied by the Company under lease and Schedule 7 contains full particulars of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as title of the date Company thereto. 16.2 The Company has a good and marketable title to the Property free from all leases, subleases, tenancies, sub-tenancies, licences or agreements relating to the occupation or user thereof. 16.3 There has been no breach of acquisition any covenants restrictions and conditions touching or concerning the Property and no notice of any alleged breach of such property as permitted kind has been given to the Company. 16.4 All outgoings of whatsoever nature in this Section, and (y) where the failure respect of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to Property have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. paid. 16.5 There are no unpaid outstanding orders or outstanding real estate notices issued by any Government, County, Local or other taxes or assessments on or against any property Authority in respect of the BorrowerProperty. 16.6 Neither the Property nor the Company as owner or occupier thereof is: (a) subject to any easements, the other Obligors rights, covenants, servitudes, obligations, restrictions or their respective Subsidiaries conditions which are delinquent. Except of an unusual or onerous nature or which materially and adversely affect the use or continued use of any of the Property for the purposes for and the extent to or the manner in which it is now used; or (b) affected by any planning application or any enforcement notice which has not been complied with, 16.7 The title to the Property is properly constituted by and can be deduced from documents of title which are in the possession and under the control of the Company and which have been duly stamped and (where appropriate) registered. 16.8 The Property is in good and substantial repair and fit for the purposes for which it is presently used. 16.9 In respect of all leases held by the Company: (a) the Company has paid the rent and observed and performed the covenants on the part of the tenant and the conditions therein contained and the last demand (or receipt for rent if issued) was unqualified, (b) all licences, consents and approvals required from the landlords and any superior landlords have been obtained by the Company as set forth tenant and its predecessors (if any) and the covenants on the part of the tenant contained in Schedule 6.1(eethe licences, consents and approvals have been duly performed and observed, (c) hereto, there is not outstanding and unobserved or unperformed any obligation necessary to comply with any notice or other requirement given by any landlords thereunder. (d) there are no pending eminent domain proceedings against circumstances which would entitle or require any property person to exercise any power of entry upon or of taking possession of the Borrower, Property or which would restrict or terminate the other Obligors continued possession or their respective Subsidiaries or any part thereof, and, to the knowledge occupation of the Borrower, Property. (e) the Company has received no such proceedings are presently threatened or contemplated by complaint of breach of any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of covenants, obligations agreements and stipulations on its part therein contained and so far as the Borrower, Warrantors are aware the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in Company has performed the aggregate has had or could reasonably be expected to have any Material Adverse Effectsame.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (xa) with respect to deferred maintenance existing Except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could and would not reasonably be reasonably expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has good and valid title to, or in the case of leased personal property assets, valid leasehold interests in, all tangible personal property currently used in the operation of the business of the Company and its Subsidiaries free and clear of any Liens, except Permitted Liens. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the tangible personal property currently used in the operation of the business of the Company and its Subsidiaries is in good working order (reasonable wear and tear excepted). (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, either the Borrower Company or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation a Subsidiary of the environmental condition Company has a good and valid leasehold (or, as applicable, license or other) interest in all leases, subleases and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Section 3.16(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of all Company Leased Real Property as of the later date hereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Company Real Property Lease (A) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions and (B) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease, and (C) to the knowledge of the Company, no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person any right to use or occupy Company Leased Real Property, which sublease, license or other grant is material to the Company and its Subsidiaries, taken as a whole. (c) Section 3.16(c) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of all real property owned by the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a Company and its Subsidiaries (“Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentCompany Owned Real Property”). Except as set forth has not had and would not reasonably be expected to have, individually or in Schedule 6.1(ee) heretothe aggregate, there are no pending eminent domain proceedings against any property of a Material Adverse Effect on the BorrowerCompany, the Company or its Subsidiaries, has valid and marketable title to the Company Owned Real Property, including all appurtenances thereto and fixtures thereon, free and clear of any and all Liens except Permitted Liens. Neither the Company nor any of its Subsidiaries is currently leasing, licensing or otherwise granting any person any right to use or occupy Company Owned Real Property, which lease, license or other Obligors grant is material to the Company and its Subsidiaries, taken as a whole. (d) Except as has not had and would not reasonably be expected to have, individually or their respective in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has received written notice of any proceedings in eminent domain, condemnation or any part thereofother similar proceedings that are pending, and, to the knowledge of the BorrowerCompany, there are no such proceedings are presently threatened or contemplated by affecting any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property Company Owned Real Property or Company Leased Real Property. (e) Section 3.16(e) of the BorrowerCompany Disclosure Schedule sets forth, as of the other Obligors or their respective Subsidiaries is now damaged or injured date of this Agreement (i) all retail store locations that will be closed as a result of an executed lease buyout or termination agreement; (ii) all new retail store locations that the Company expects to open on a parcel of Company Owned Real Property or Company Leased Real Property; and (iii) all retail store locations that are under renovation or construction (excluding renovations and construction for any firesingle store location that do not exceed $100,000), explosion, accident, flood together with the budgeted renovation or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectconstruction costs.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ ' properties are in good repair and conditioncondition in all material respects, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 6.22. Without limiting the foregoing, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental physical condition of each Property such property as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such PersonsSubsidiary, or their predecessors, including without limitation an analysis of the structural condition and existence of any material deferred maintenance, and such property is in good condition, order and repair, and any material deferred maintenance existing as of the date of acquisition of such property has been corrected or satisfactory remediation actions are being taken. The Borrower further has completed an appropriate investigation of the environmental condition of each such property as of the later of the date of the Borrower's or such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such Subsidiary, or their predecessors, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries which are delinquentpayable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All As used herein, “Property” shall mean the Land and all of Optionor’s right, title and interest in and to (i) all adjacent streets, alleys and rights of way appertaining to the Land, together with all of the Borrower’srights, benefits, licenses, interests, privileges, easements, tenements, hereditaments and appurtenances on the Land or in anywise appertaining to the Land, (ii) all buildings, structures, fixtures and other Obligors’ improvements situated on the Land or hereinafter constructed or acquired and their respective Subsidiaries’ properties are in good repair and conditionsituated on the Land, subject to ordinary wear and tear, but excluding any fixtures owned by any tenant or other than (x) with respect to deferred maintenance existing as occupant of the date of acquisition of such property as permitted in this Section, and Land or Improvements (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriateeach, a “Phase II” reportTenant”) under a Lease (as hereinafter defined) (the “Improvements”), (iii) all tangible personal property located on, and used in each case prepared by a recognized environmental engineer connection with, the Land and the Improvements, including, without limitation, all building materials, supplies, hardware, carpeting and other inventory located on or in accordance the Land or the Improvements and maintained in connection with customary standards which discloses that such property is not in violation the ownership and operation of the representations Land, but excluding any such items owned by Tenants (the “Personal Property”), (iv) all leases, subleases, licenses, and covenants set forth in this Agreement, unless such violation has been disclosed in writing occupancy agreements relating to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid all or outstanding real estate or other taxes or assessments on or against any property portion of the Borrower, Land or the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, Improvements and, to the knowledge extent the following items are assignable and relate solely to the Land, the Improvements and/or the Personal Property (collectively, the “Leases”), together with all rents and other sums due thereunder from and after the “Closing Date” (as defined below) (collectively, the “Rents”) and any and all cash security deposits, letters of credit and other credit enhancements delivered by any Tenant in connection therewith which have not been applied to the satisfaction of the Borrowerobligations under the Leases prior to the Closing Date in accordance with the terms of this Agreement (the “Security Deposits”), no such proceedings are presently threatened and (v) all assignable service contracts and agreements, governmental permits, entitlements, licenses and approvals, warranties and guarantees received in connection with any work or contemplated by services performed with respect thereto, or equipment installed therein, tenant lists, advertising material, telephone exchange numbers, all trademarks and tradenames, non-confidential books, records and property files and the “declarant” or the benefiting party’s interest under any taking authority whichcovenants, in all such eventsconditions and restrictions, individually reciprocal easement or in parking agreements or similar documents or instruments affecting the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of Land and/or the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectimprovement.

Property. All (a) Except as would not have, individually or in the aggregate, an AMID Material Adverse Effect, AMID or a Subsidiary of AMID owns and has good title to all of its owned real property (other than severed oil, gas and/or mineral rights and other hydrocarbon interests) and good title to all its owned personal property, and has valid leasehold interests in all of its leased real properties (other than hydrocarbon interests) free and clear of all Liens, in each case, sufficient to conduct their respective businesses as currently conducted (except in all cases for Liens permissible under or not prohibited by any applicable material loan agreements and indentures (together with all related mortgages, deeds of trust and other security agreements)). Except as would not have, individually or in the Borrower’saggregate, an AMID Material Adverse Effect, all leases under which AMID or any of its Subsidiaries lease any real or personal property (other than hydrocarbon interests) are valid and effective against AMID or any of its Subsidiaries and, to the Knowledge of AMID, the other Obligors’ and counterparties thereto, in accordance with their respective terms, and there is not, under any of such leases, any existing material default by AMID or any of its Subsidiaries or, to the Knowledge of AMID, the counterparties thereto, or, to the Knowledge of AMID, any event which, with notice or lapse of time or both, would become a material default by AMID or any of its Subsidiaries’ properties , or, to the Knowledge of AMID, the counterparties thereto. (b) AMID and its Subsidiaries have such rights-of-way as are sufficient to conduct their businesses in good repair all material respects as currently conducted, except where the cost(s) of curing the failure(s) to obtain such such rights-of-way, would not, individually or in the aggregate, have an AMID Material Adverse Effect. Except as would not, individually or in the aggregate, have an AMID Material Adverse Effect, each of AMID and condition, subject to ordinary wear its Subsidiaries has fulfilled and tear, other than (x) performed all its obligations with respect to deferred maintenance existing such rights-of-way which are required to be fulfilled or performed as of the date of acquisition this Agreement (subject to all applicable waivers, modifications, grace periods and extensions) and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for rights reserved to, or vested in, any municipality or other Governmental Authority or any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate or to require annual or other periodic payments as a condition to the continuance of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectright.

Property. All of the Borrower’s, the other ObligorsRelated Companies’ and their respective Subsidiariesthe Controlled Unconsolidated Entities’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s, the ObligorsRelated Companies’ or the applicable Subsidiary’s Controlled Unconsolidated Entities’ purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsPerson, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Related Companies or their respective Subsidiaries the Controlled Unconsolidated Entities which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) 6.22 hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Related Companies or their respective Subsidiaries the Controlled Unconsolidated Entities or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None To Borrower’s knowledge after due inquiry and investigation none of the property of the Borrower, the other Obligors Related Companies or their respective Subsidiaries the Controlled Unconsolidated Entities is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ properties are ' Real Estate is in good repair condition and condition, working order subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property owned or leased by the Borrower or its Subsidiaries as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last given as security for Indebtedness of the Borrower or such PersonsSubsidiary, including preparation or updating of a “"Phase I” " report and, if appropriaterecommended by the "Phase I" report, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries which are delinquentpayable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable or are being protested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. (a) All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties Unencumbered Properties are in good repair condition and condition, working order subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as tear and casualty and condemnation permitted in the Loan Documents. All of the date other Real Estate of acquisition EPR and its Subsidiaries is in good condition and working order subject to ordinary wear and tear and casualty and condemnation permitted in the Loan Documents, except for such portion of such property as permitted in this Section, Real Estate which is not occupied by any tenant and (y) where the such failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has would not had or could not be reasonably expected to have a Material Adverse Effect on either Effect. Such Real Estate (including any property encumbered by an EPR Senior First Mortgage), and the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’suse and operation thereof, the Obligors’ or the is in material compliance with all applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Personszoning, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations building codes and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takenother applicable governmental regulations. There are no unpaid or outstanding real estate or other taxes or assessments on or against any of the Unencumbered Properties which are payable by a Subsidiary Borrower or any mortgagor under any EPR Senior First Mortgage (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement or the applicable Leases). There are no unpaid or outstanding real estate or other taxes or assessments on or against any other property of the Borrower, the other Obligors EPR or their respective any of its Subsidiaries or on any property encumbered by an EPR Senior First Mortgage which are delinquentpayable by any of such Persons in any material amount (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of EPR or any its Subsidiaries or any of the Borrower, the other Obligors or their respective Subsidiaries property encumbered by an EPR Senior First Mortgage or any part thereof, and, to the knowledge of the BorrowerBorrowers, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had or could reasonably be expected to have a any Material Adverse Effect. None of the property of EPR or its Subsidiaries or any of the Borrower, the other Obligors or their respective Subsidiaries property encumbered by an EPR Senior First Mortgage is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effect; (b) If the Unencumbered Property and improvements are located in a special flood hazard area designated as such by the Director of the Federal Emergency Management Agency, such Unencumbered Property and improvements are and will continue to be covered by special flood insurance under the National Flood Insurance Program; (c) None of the Subsidiary Borrower, EPR or any other Subsidiary is the mortgagor under any mortgage, deed of trust, or similar instrument encumbering the Unencumbered Property; (d) Except with respect to that encumbered by an EPR Senior First Mortgage, the Unencumbered Property has not been sold, mortgaged or underwritten to obtain financing (whether or not such financing constitutes Indebtedness) under any financing arrangement other than the financing evidenced by the Facility or, in the case of underwriting only, other financing permitted under this Agreement; (e) All necessary certificates of occupancy have been obtained and shall be maintained with respect to the Unencumbered Property; (f) The Unencumbered Property is a Real Estate asset for which the Borrowers have conducted their customary due diligence and review, including inspection of the Real Estate, and such customary due diligence and review have not revealed facts that would adversely affect the value of the Real Estate; (g) Except with respect to that encumbered by an EPR Senior First Mortgage, a Subsidiary Borrower holds good and marketable fee simple title to or a valid and subsisting leasehold interest in each parcel of Unencumbered Property, and has obtained a Title Policy with respect thereto, subject only to the Permitted Liens, a copy of which such Title Policy, Borrower shall make available to Agent upon request therefor; (h) The Borrowers have complied with all other applicable conditions set forth in this Agreement with respect to inclusion and retention of the Real Estate as an Unencumbered Property; and (i) Notwithstanding anything in this Agreement to the contrary, so long as no Event of Default exists a Subsidiary Borrower may sell or otherwise dispose of, or permit the sale or other disposition of, portions of Unencumbered Property that consist of undeveloped land or other property which is non-income producing (including, in the case of an EPR Senior Property Loan, releasing the Subsidiary Borrower’s mortgage lien on such undeveloped land or other non-income-producing property) in each case provided that the Borrowers are in compliance with the provisions of Section 9.1(a) at the time of, and after giving effect to, such sale or other disposition.

Property. All Target or one of its Subsidiaries (a) has fee simple title to all the properties and assets reflected in the latest audited balance sheet included in such Target SEC Reports as being owned by Target or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Target on the date hereof or otherwise materially impair business operations at such properties, as conducted by Target on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by Target on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Target SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Target’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Target or one of its Subsidiaries or, to Target’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Target, threatened condemnation proceedings against the BorrowerReal Property (except with respect to properties that have been obtained through foreclosure or by deed-in-lieu of foreclosure). Target and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Real Property (except with respect to properties that have been obtained through foreclosure or by deed-in-lieu of foreclosure), no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Target currently maintains insurance on all its property, including the Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Target has not received any notice of termination, nonrenewal or premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All (a) Section 2.18(a) of the Borrower’sDisclosure Schedule sets forth a list of all real property owned in fee by the Company. The Company has good and valid title to all such real property, free and clear of all Liens known to the Company except (i) Liens for taxes, assessments and other Obligors’ and their respective Subsidiaries’ properties governmental charges that are not delinquent or that are being contested in good repair faith and conditionin respect of which adequate reserves have been established, (ii) mechanics', materialmen's, carriers', workmen's, warehousemen's, repairmen's landlord's or other similar Liens securing obligations that are not due and payable or that are being contested in good faith and in respect of which adequate reserves have been established, (iii) imperfections of title and Liens that do not and would not reasonably be expected to detract materially from the value or materially interfere with the present use of the properties subject thereto or affected thereby, and (iv) in the case of any real property subject to ordinary wear a title commitment described in Section 2.18(a) of the Company Disclosure Schedule, imperfections of title and tearLiens that are shown on such title commitment or are otherwise of record (collectively, other than "Permitted Liens"). (xb) with respect to deferred maintenance existing Section 2.18(b)(i) of the Company Disclosure Schedule sets forth a correct and complete list of all real property leased by the Company, as lessor or lessee (or under which the Company otherwise has any liability), as of the date of acquisition of such property as permitted in this Sectionhereof, and (y) where the failure name of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of lessor, the date of the Borrower’s, lease (the Obligors’ or "Leases") pertaining thereto and each amendment to the applicable Subsidiary’s purchase thereof or the date upon which Lease. All such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer Leases are valid and binding in accordance with customary standards which discloses that such property their respective terms and the Company is not in violation of the representations and covenants set forth default in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentmaterial respect under any Lease. Except as set forth in Schedule 6.1(eeSection 2.18(b)(ii) hereto, there are no pending eminent domain proceedings against any property of the BorrowerCompany Disclosure Schedule, the other Obligors execution and delivery of this Agreement by the Company and the consummation of the Transactions, including the Merger, does not and will not result in a breach or their respective Subsidiaries violation of, or any part thereofconstitute a default or an event that, andwith the passage of time or the giving of notice, or both, would constitute a default, give rise to a right of termination, modification (including as to the knowledge amount, timing or nature of lease payments), cancellation or acceleration or require the consent or approval of any party (other than the Company) under any Lease. Section 2.18(b)(i) of the BorrowerCompany Disclosure Schedule also sets forth a list of all restaurants or bakeries owned or operated by the Company, no together with the addresses of such proceedings are presently threatened restaurants or contemplated by any taking authority whichbakeries. The Company has duly given the notice required under the Commercial Lease between the Company and Runhil Investment Co., in all such eventsas landlord, individually or in for the aggregate have had or could reasonably be expected premises located at 115 X.X. 00xx Xxxxxx xx Xxxxxxxx, Xxxxxx xx renew this Lease for a five year renewal term, and the term of this Lease will expire December 31, 2005. The Company has, prior to have a Material Adverse Effect. None the date hereof, delivered true, complete and correct copies of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected Leases to have any Material Adverse EffectNewco.

Property. All of the Borrower’s, the other ObligorsLoan Parties’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to (i) deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.19, (ii) Projects currently under development and (yiii) where defects relating to properties other than properties in the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Unencumbered Pool which would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has Loan Parties further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of (a) the approximate date of the Borrower’s, the ObligorsLoan Parties’ or the applicable Subsidiary’s such Subsidiaries’ purchase thereof or (b) the approximate date upon which such property was last security for Indebtedness of such PersonsBorrower or such Subsidiary if such financing was not closed on or about the date of the acquisition of such property to the extent such an investigation was required by the applicable lender, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer consultant in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation as to properties in the Unencumbered Pool has been disclosed in writing to the Administrative Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any Loan Party or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of included within the Borrower, the other Obligors or their respective Subsidiaries or any part thereofUnencumbered Pool, and, to the best knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which individually or in the aggregate have had or could reasonably be expected to have would constitute a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any would constitute a Material Adverse Effect. The Projects owned by Parent, each of the other Loan Parties and their respective Subsidiaries as of the date hereof, are set forth on Schedule 4.19 hereto.

Property. All (a) Seller has, and will convey to Purchaser at the Closing, good and marketable title to the Owned Real Property, insurable by the Title Insurer, free and clear of all Encumbrances, other than Permitted Encumbrances. No Encumbrance which (A) does not pertain to the Real Property and (B) is insured by the Title Insurer, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice of any, and to Seller’s knowledge, there are no material uncured current violations, citations, summonses, subpoenas, compliance orders, directives, suits, other legal processes, or other written notice of potential liability under applicable zoning, building, fire or other applicable laws and regulations relating to the Real Property, and, except as would not reasonably be expected, individually or in the aggregate, to materially affect Purchaser’s use and enjoyment of the Borrower’sReal Property, there is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened before any governmental authority that relates to Seller or the other Obligors’ Real Property. (c) Except as set forth on Schedule 5.14(c) of the Seller Disclosure Schedule, there is no actual or pending condemnation proceeding relating to the Branches, nor, to Seller’s knowledge, has any such proceeding been threatened. (d) Seller has received no written notice of any, and their respective Subsidiaries’ properties are to Seller’s knowledge, it is not in good repair and material default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and, to Seller’s knowledge, no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Real Property (other than the Branch Leases), and the Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, that would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) Seller has valid title to its Personal Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and has the right to sell, convey, transfer, assign and deliver to Purchaser all of the Personal Property. The Personal Property is in working order in all material respects (subject to ordinary wear and tear, other than ). (xg) with respect The Real Property is sufficient for the continued conduct of operations at the Branches after the Closing in substantially the same manner as conducted prior to deferred maintenance existing as the Closing and constitutes all of the date of acquisition of such real property necessary to conduct the operations at the Branches as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectcurrently conducted.

Property. All The Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’s, properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as use of the date of acquisition of properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such property as permitted in this Sectionproperties (collectively, “Permitted Encumbrances”), and (yb) where is the failure lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties of any Subsidiary purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Knowledge of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sCompany, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takenlessor. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge Knowledge of the BorrowerCompany, no such threatened condemnation proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in against the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectReal Property.

Property. All (a) Except as set forth on Section 5.13(a) of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionPurchaser Disclosure Schedule, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to except as would not reasonably be in good repair and condition has not had or could not be reasonably expected to have have, individually or in the aggregate, a Material Adverse Effect on either the Borrower Purchaser, the Purchaser and its Subsidiaries (i) have a valid and subsisting leasehold interest or the REIT Guarantor. The Borrower has completed other comparable Contract rights in or caused relating to be completed an appropriate investigation all of the environmental condition real property that they purport to lease (the “Purchaser Leased Real Property”), or that is necessary for the conduct of each their business as currently conducted, including valid and subsisting leasehold or comparable interest in all Purchaser Leased Real Property reflected in the Purchaser SEC Reports as being leased by Purchaser and its Subsidiaries (other than Purchaser Leased Real Property sold or otherwise disposed of in the later ordinary course of business consistent with past practice since the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportthereof), in each case prepared free and clear of all Encumbrances except Permitted Encumbrances, and (ii) are collectively the lessee of all Purchaser Leased Real Property material to the business of Purchaser and its Subsidiaries which is purported to be leased by Purchaser and its Subsidiaries and are in undisturbed and peaceable possession of such properties, subject only to Permitted Encumbrances, and each lease for such real property is valid and in full force and effect, without material default (or matters which, with notice or the passage of time, or both, would constitute a recognized environmental engineer material default) thereunder by the lessee or, to the Knowledge of Purchaser, the lessor and enforceable in accordance with customary standards which discloses that its terms, except as such enforcement may be limited by (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) Laws governing specific performance, injunctive relief and other equitable remedies. (b) Neither the Purchaser nor any of its Subsidiaries holds title or otherwise beneficially owns any real property is not in violation as of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. date hereof. (c) Except as set forth in Schedule 6.1(eeon Section 5.13(c) hereto, there are no pending eminent domain proceedings against any property of the BorrowerPurchaser Disclosure Schedule, the other Obligors or their respective Subsidiaries or any part thereof, and, and except as would not reasonably be expected to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have had or could reasonably be expected to have aggregate, a Material Adverse Effect. None Effect on the Purchaser, the Purchaser and its Subsidiaries, (i) have good and valid title to, or a valid and subsisting leasehold interest or other comparable Contract rights in or relating to, all of the material personal properties and assets, tangible and intangible, that they purport to own or lease and that are used in or necessary for the conduct of their business as currently conducted, including good and valid title to, or (as applicable) a valid and subsisting leasehold or comparable interest in, all material personal properties and assets, tangible and intangible, and all other assets, reflected in the latest audited Purchaser Financial Statements as being owned or leased by the Purchaser and its Subsidiaries or acquired after the date thereof (other than personal property sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date thereof), free and clear of all Encumbrances except Permitted Encumbrances and (ii) are collectively the lessee of all personal property material to the business of the BorrowerPurchaser and its Subsidiaries which is purported to be leased by the Purchaser and its Subsidiaries, the other Obligors or their respective Subsidiaries and each lease for such personal property is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty valid and in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectfull force and effect.

Property. All The term “Property”, as used in this Mortgage, shall mean: (a) the land described in Exhibit A attached hereto, and all easements, rights, privileges and appurtenances thereto, and including all of Borrower’s right, title and interest in and to the rights-of-ways, streets, and alleys adjacent thereto, whether any of the same now exist or are hereafter acquired by reversion or otherwise; (b) the buildings and other structures and improvements now or hereafter upon the land, including all machinery, fixtures and equipment owned by the Borrower of every kind and nature whatsoever forming a part of said buildings or other structures (the “Improvements”) including all materials stored on the land for incorporation into the Improvements; (c) the lease or leases, now in existence or those which may be created in the future during the term of this Mortgage, which leases cover portions or all of the Property, and any extensions and renewals of any thereof and any guarantees of all present and future lessee’s obligations under any thereof, and all rents, income and profits arising from the leases and extensions and renewals thereof, if any, and together with all rents, income and profits due or to become due from any and all other tenancies for the use or occupation of the Property or any part thereof which may be created in the future during the term of this Mortgage, whether or not recorded, specifically excluding all duties or obligations of the Lender of any kind arising there under (the “Leases”); (d) all of the licenses, permits, approvals, agreements, Special Permits, Orders of Condition, Certificates of Compliance, and all of the Lender’s right, title and interest therein, whether now existing or hereafter acquired, related to the Property or the Improvements, either as constructed or to be constructed as part of any construction project contemplated in the Loan Agreement (the “Assigned Approvals”); and (e) all of the Borrower’s’s right, the other Obligors’ title and their respective Subsidiaries’ properties are in good repair interest in, to and conditionunder all architectural, subject to ordinary wear design and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectionconstruction agreements, and (y) where all other contracts, agreements, warranties, licenses, approvals, permits, plans and specifications whether now or hereafter existing and in any way relating, directly or indirectly to, or issued or prepared in connection with the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sProperty, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in connection with any contemplated construction on the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of Property (the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect“Plans and Specifications”).

Property. All GBC or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such GBC SEC Reports as being owned by GBC or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such GBC SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to GBC’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of GBC, threatened condemnation proceedings against the BorrowerReal Property. GBC and its Subsidiaries are in compliance with all applicable health and safety related requirements for the Real Property, no including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. GBC currently maintains insurance on all its property, including the Real Property in amounts, scope and coverage reasonably necessary for its operations. GBC has not received any notice of termination, nonrenewal or premium adjustment for such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All SSTI or one of its Subsidiaries (each a “SSTI Property Owner”) owns fee simple title to each of the Borrower’sreal properties (or the applicable portion thereof) described in SSTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as being owned in fee, as adjusted to reflect purchases and sales since such date (collectively, the other Obligors’ and their respective Subsidiaries’ properties are “SSTI Properties”). Except as would not, individually or in good repair and conditionthe aggregate, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected likely to have a Material Adverse Effect on either with respect to SSTI, (i) the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation interests of the environmental condition SSTI Property Owners in SSTI Properties are good and marketable, and the same are owned free and clear of each Liens except for (A) Permitted Liens, (B) Property as Restrictions imposed or promulgated by Law or by any Governmental Authority and (C) such other Property Restrictions that are shown in any title insurance policy insuring SSTI’s or any of the later of the date of the Borrower’sits Subsidiaries’ fee simple to any SSTI Property, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses provided that such property is not in violation of the representations Permitted Liens and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent Property Restrictions are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventsnot, individually or in the aggregate have had or could aggregate, reasonably be expected likely to have a Material Adverse Effect. None Effect with respect to SSTI, (ii) except in the Ordinary Course, no SSTI Property requires any extraordinary capital expenditure by SSTI or any of its Subsidiaries, (iii) the execution and delivery of this Agreement by SSTI and Purchaser do not, and the performance of this Agreement by SSTI and Purchaser will not, violate any Lien on any SSTI Property, and (iv) as of the property date of this Agreement neither SSTI nor any of its Subsidiaries has granted any unexpired option agreements or rights of first refusal with respect to the Borrower, the purchase of a SSTI Property or any portion thereof or any other Obligors or their respective Subsidiaries is now damaged or injured as a result unexpired rights in favor of any firethird party to purchase or otherwise acquire a SSTI Property, explosionwhich, accidentin each case, flood or other casualty in any manner which individually or in would be accelerated by the aggregate has had or could reasonably be expected to have any Material Adverse EffectMerger.

Property. All (a) The Company does not own in fee simple any land, buildings, structures or improvements. (b) Schedule 2.11(b) sets forth the address or other description of each parcel of Leased Real Property (as hereinafter defined), and a true and complete list of all Leases (as hereinafter defined) for each Leased Real Property (including the date, if available, and name of the Borrower’s, parties to such Lease document). The Company has delivered or made available to the other Obligors’ Purchaser a true and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as complete copy of each of the date of acquisition of aforementioned Lease documents and such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Leases have not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorbeen amended since that date. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants Lease terms set forth in this Agreement, unless such violation has been disclosed in writing any summaries of Lease terms delivered by Company to the Agent Purchaser are true and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentcorrect. Except as set forth in Schedule 6.1(ee2.11(b), with respect to each of the aforementioned Leases: (i) heretowith respect to the Company and except as results from the pendency of the Company’s Chapter 11 Case, such Lease is legal, valid, binding, enforceable against the Company and in full force and effect; (ii) there are no material disputes with respect to such Lease; (iii) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iv) the Company does not owe, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (v) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; and (vi) there are no Liens on the estate or interest created by such Lease created or suffered to exist by the Company that will not be extinguished pursuant to the Approval Order as against such estate or interest. (c) To the Knowledge of the Company, all material buildings, structures, fixtures, building systems and equipment included in the Leased Real Property (the “Improvements”) are in reasonably good condition and repair in all material respects and sufficient for the operation of the business of the Company, subject to reasonable wear and tear. To the Knowledge of the Company, there are no pending eminent domain proceedings against facts or conditions affecting any property of the BorrowerImprovements which would interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Company. (d) To the Knowledge of the Company, (i) the present use of the land, buildings, structures and improvements on the Leased Real Property are in conformity in all material respects with all applicable laws, rules, regulations and ordinances and (ii) there exists no material conflict or dispute with any regulatory authority or other Obligors Person relating to any Leased Real Property or their respective Subsidiaries the activities thereon, except in the case of clause (i) or (ii) as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (e) To the Knowledge of the Company, all requisite certificates of occupancy and other permits or approvals required with respect to the buildings, structures and improvements on any of the Leased Real Property and the occupancy and use thereof have been obtained and are currently in effect. (f) The Company has not received any notice from any insurance company of any material defects or inadequacies in the Leased Real Property or any part thereof, which would materially adversely affect the insurability of the same or of any termination or threatened termination of any policy of insurance. (g) To the Company’s knowledge, the Company has not received any written notification from any governmental or public authority that any work is required to be done upon or in connection with the Leased Real Property, where such work remains outstanding and, to if unaddressed, would have a material adverse effect on the knowledge use of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured Leased Real Property as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectcurrently operated.

Property. All of the Borrower’sBorrowers', the other Obligors’ Guarantors' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower has Borrowers further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’sBorrowers', the Obligors’ Guarantors' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsBorrower, such Guarantor or such Subsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the any Borrower, the other Obligors any Guarantor or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the BorrowerBorrowers, the other Obligors Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerBorrowers, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrowers or the Guarantors. None of the property of the BorrowerBorrowers, the other Obligors Guarantors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrowers or the Guarantors. The Real Estate owned by Xxxxxx, WDOP and their respective Subsidiaries is set forth on Schedule 6.20 hereto.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ properties ' and Investment Partnerships' Real Estate are in good repair condition and condition, working order subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted which is being corrected or repaired in this Section, and (y) where the failure ordinary course of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorbusiness. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property owned or leased by the Borrower or its Subsidiaries or Investment Partnerships as of the later of the date of the Borrower’s's, the Obligors’ such Subsidiary's or the applicable Subsidiary’s such Investment Partnership's purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower, such PersonsSubsidiary or such Investment Partnership, including preparation or updating of a “"Phase I” " report and, if appropriaterecommended by the "Phase I" report, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries or Investment Partnerships which are delinquentpayable by the Borrower or its Subsidiaries or Investment Partnerships (except only real estate or other taxes or assessments, that are not yet due and payable or are being protested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or Investment Partnerships or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or Investment Partnerships is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All Target or one of its Subsidiaries (a) has fee simple title to all the properties and assets reflected in the latest audited balance sheet included in such Target SEC Reports as being owned by Target or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Target on the date hereof or otherwise materially impair business operations at such properties, as conducted by Target on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by Target on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Target SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Target’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Target or one of its Subsidiaries or, to Target’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Target, threatened condemnation proceedings against the BorrowerReal Property. Target and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Target currently maintains insurance on all its property, including the Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Target has not received any notice of termination, nonrenewal or premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All As of the Borrower’sAgreement Date, all of the Borrowers', the Subsidiaries' and the other Obligors’ and their respective Subsidiaries’ Loan Parties' properties are in good repair and condition, subject to ordinary wear and teartear and casualty, other than except that all Multifamily Properties are and have been maintained in a first class manner (x) with respect to deferred maintenance existing as of taking into consideration the date of acquisition age and market positioning of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorMultifamily Properties). The Borrower has Borrowers have completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsProperty, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in Section 6.1(o)(i)-(iii) of this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There As of the Agreement Date, there are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the BorrowerBorrowers, the Subsidiaries or the other Obligors or their respective Subsidiaries Loan Parties which are delinquent. Except as set forth in Schedule 6.1(ee6.1(cc) hereto, there are no pending eminent domain proceedings against any property of the BorrowerBorrowers, the Subsidiaries or the other Obligors or their respective Subsidiaries Loan Parties or any part thereof, and, to the knowledge of the BorrowerBorrowers, no such proceedings are presently threatened or contemplated by any taking authority whichwhich may, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the BorrowerBorrowers, the Subsidiaries or the other Obligors or their respective Subsidiaries Loan Parties is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effect.. (dd) No Event of Default. No Default or Event of Default has occurred and is continuing. (ee) Subordination. None of the Borrowers, the Subsidiaries or any other Loan Party is a party to or bound by any agreement, instrument or indenture that may require the subordination in right or time of payment of any of the Obligations to any other indebtedness or obligation of any of such Persons; provided that the foregoing shall not apply to any right of the holder of secured indebtedness to prior payment from the collateral for such indebtedness or the obligation to pay Indebtedness having a maturity date prior to the Termination Date. (ff)

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any - 52 - fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All (i) Immediately after the Closing TEPPCO MLP will own or have the right to use tangible personal property sufficient to operate the businesses of the Borrower’sTEPPCO Partnership Group Entities consistent with past practices. (ii) Except for Permitted Encumbrances or failures that could not reasonably be expected to have, individually or in the aggregate, a TEPPCO Material Adverse Effect, the other Obligors’ TEPPCO Partnership Group Entities have good and their respective Subsidiaries’ properties are in good repair and conditionindefeasible title or enforceable rights to use (or, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing the TEPPCO Pipeline Assets, title to or interest in the applicable TEPPCO Pipeline Assets sufficient to enable the TEPPCO Partnership Group Entities to conduct their businesses with respect thereto without interference as it is currently being conducted) all their properties and assets, whether tangible or intangible, real, personal or mixed, free and clear of all liens. (iii) Except for violations that could not reasonably be expected to have, individually or in the aggregate, a TEPPCO Material Adverse Effect, the businesses of the date TEPPCO Partnership Group Entities have been and are being operated in a manner which does not violate the terms of acquisition any easements, rights of way, permits, servitudes, licenses, leasehold estates and similar rights relating to real property (collectively, “TEPPCO Easements”) used by the TEPPCO Partnership Group Entities in such businesses. All TEPPCO Easements are valid and enforceable in accordance with their terms, except as the enforceability thereof may be affected by bankruptcy, insolvency or other Laws of general applicability affecting the rights of creditors generally or principles of equity, and grant the rights purported to be granted thereby and all rights necessary thereunder for the current operation of such property as permitted in this Sectionbusinesses, and (y) except where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor such TEPPCO Easement to be in good repair valid and condition has not had enforceable or could not to grant the rights purported to be reasonably expected to granted thereby or necessary thereunder would have a TEPPCO Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentEffect. Except as set forth in Schedule 6.1(eeSection 3.3(p)(iii) heretoof the TEPPCO Disclosure Letter, there are no pending eminent domain proceedings against any property gaps in the TEPPCO Easements that would impair the conduct of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, such businesses in a manner that could reasonably be expected to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have had aggregate, a TEPPCO Material Adverse Effect, and no part of the TEPPCO Pipeline Assets is located on property that is not owned in fee by a TEPPCO Partnership Group Entity or subject to an easement in favor of a TEPPCO Partnership Group Entity, where the failure of such TEPPCO Pipeline Asset to be so located could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrowerhave, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any aggregate, a TEPPCO Material Adverse Effect.

Property. All The Company and each of its Subsidiaries have good and marketable title in fee simple to all of the Borrower’sreal property respectively owned by them, and good title to all of the other Obligors’ tangible properties and their respective Subsidiaries’ properties are assets respectively owned by them, free and clear of all Liens except (i) Liens for taxes not yet delinquent; (ii) Liens being contested in good faith by appropriate proceedings (which Liens are described in SECTION 4.10 of the Schedule); (iii) such imperfections of title and encumbrances, if any, as do not materially interfere with the present use of such property; and (iv) for those listed in SECTION 4.10 of the Schedule ("PERMITTED LIENS"). Neither the Company nor any of its Subsidiaries has received written notice of material violation of any material zoning regulation, ordinance or other law, order, regulation or requirement relating to real property owned or leased by it. The tangible personal property of the Company and its Subsidiaries that is material to the operation of the business of the Company and its Subsidiaries is fit for the use which is intended, free from any material defects and is in good operating condition and repair and condition, subject to (ordinary wear and teartear excepted). None of the Company or any of its Subsidiaries owns any material amounts of personal property that are obsolete or of below standard quality. Since December 31, 1999, the Company has maintained its inventory at levels maintained in the ordinary course, consistent with past practice and taking into account the seasonality of its business. None of the material tangible personal property is located other than (x) with respect to deferred maintenance existing as at the locations of the date Company or any of acquisition of such property as permitted in this Section, and (y) where the failure its Subsidiaries or vendors set forth on SECTION 4.10 of the properties of any Subsidiary Schedule. No portion of the Borrower real property owned or leased by the Company or any Subsidiary of an Obligor its Subsidiaries is subject to be in good repair and condition has not had any pending condemnation proceeding or could not be reasonably expected proceeding by any Governmental Entity materially adverse to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofproperty, and, to the knowledge Company's Knowledge, none of the BorrowerCompany or any of its Subsidiaries knows of any threatened condemnation proceeding with respect to such property. The buildings, no such proceedings plants, improvements, structures and fixtures on the real property owned or leased by the Company or any of its Subsidiaries, including, without limitation, heating, ventilation, mechanical, electrical, sewer, sprinkler and air conditioning systems, roof, foundation and floors, (i) are presently threatened or contemplated by any taking authority which, in good operating condition in all material respects, ordinary wear and tear excepted, and (ii) are in accordance in all material respects with all applicable laws, ordinances, rules and regulations applicable to the Company or any of its Subsidiaries or such eventsproperty, individually including those relating to building, zoning, fire or health codes, and, to the Company's Knowledge, neither the Company nor any of its Subsidiaries has received any notice alleging any such violation or requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with such real property which has not been heretofore been complied with in all material respects by the aggregate have had Company or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectits Subsidiaries.

Property. All (a) A list of all real property owned in fee by any Acquired Entity (together with all buildings thereon, the “Owned Real Property”) is set forth in Section 3.9(a)(i) of the Borrower’sSeller Disclosure Schedule. Each such Acquired Entity has good and valid title to its Owned Real Property, the other Obligors’ free and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, clear of all Liens (other than (xPermitted Liens). Except for Permitted Liens or as set forth in Section 3.9(a)(ii) of the Seller Disclosure Schedule, no Acquired Entity has leased, licensed or otherwise granted any Person the right to use or occupy such Acquired Entity’s Owned Real Property. No Acquired Entity has received written notice of any actual proceedings of condemnation and, to the Knowledge of the Company, there are no proceedings of condemnation threatened with respect to deferred maintenance existing any Owned Real Property. (b) The real property leases under which any Acquired Entity is a lessee are referred to hereinafter as the “Real Property Leases,” and the real property subject to the Real Property Leases is referred to hereinafter as the “Leased Real Property.” No Acquired Entity or, to the Knowledge of the date Company, any counterparty thereto, is in default under any Real Property Lease that could, individually or in the aggregate, reasonably be expected to be material to the Acquired Entities, taken as a whole. No Acquired Entity has received any written notice of acquisition any actual proceedings of such property as permitted in this Sectioncondemnation and, and (y) where to the failure Knowledge of the properties Company, there are no proceedings of condemnation threatened with respect to any Leased Real Property. (c) The Acquired Entities have a good and valid interest in each Easement (subject to no Liens other than Permitted Liens) necessary for the current operation of the business and assets of the Acquired Entities. No Acquired Entity or, to the Knowledge of the Company, any counterparty thereto, is in default under any Easement that could, individually or in the aggregate, reasonably be expected to be material to the Acquired Entities, taken as a whole. No Acquired Entity has received any written notice of any Subsidiary actual proceedings of condemnation and, to the Knowledge of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sCompany, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There there are no unpaid or outstanding real estate or other taxes or assessments on or against proceedings of condemnation threatened with respect to any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Easements. (d) Except as set forth in Schedule 6.1(eeSection 3.9(d) hereto, there are no pending eminent domain proceedings against any property of the BorrowerSeller Disclosure Schedule, the other Obligors Acquired Entities have good and valid title to, leases or their respective Subsidiaries licenses to or any part thereofotherwise hold or have a right to use, and, to the knowledge all of the Borrowerreal, no such proceedings are personal, tangible and intangible assets, properties and rights necessary for the conduct or operation of the business of the Acquired Entities as presently threatened or contemplated by any taking authority whichconducted, in each case, free and clear of all such eventsLiens, except for Permitted Liens, except as would not, individually or in the aggregate have had or could aggregate, reasonably be expected to have a Material Adverse Effect. None of be material to the property of the BorrowerAcquired Entities, the other Obligors or their respective Subsidiaries is now damaged or injured taken as a result of any firewhole. Except as would not, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could aggregate, reasonably be expected to have be material to an Acquired Entities, taken as a whole, all equipment and other items of tangible personal property and assets of the Acquired Entities, taken as a whole, are in good operating condition (subject to normal wear and tear and routine maintenance and repairs that are not material in nature or cost) and adequate for the uses to which they are currently being put. (e) Section 3.9(e) of the Seller Disclosure Schedule lists each lease to which an Acquired Entity is a party concerning any Material Adverse Effectvehicles, equipment or other items of personal property, which lease calls for aggregate payments by the Acquired Entities of amounts greater than $20,000 in the fiscal year ended December 31, 2020 or in any future calendar year (other than leases solely between or among the Acquired Entities).

Property. All (i) The Purchaser or its Subsidiaries is the registered and beneficial owner of the Borrower’sreal property described in section (v) of the Purchaser Disclosure Letter (together with all improvements located thereon and all easements and other rights and interests appurtenant thereto, collectively, the “Purchaser Owned Real Property”) and holds fee simple title thereto, free and clear of all Liens, except Permitted Liens. (ii) Other than the Purchaser Owned Real Property, the Purchaser and its Subsidiaries do not own any other Obligors’ real property. Neither the Purchaser nor its Subsidiaries is a party to any Contract or option to purchase any real property or interest therein. (iii) In respect of the Purchaser Owned Real Property: neither the Purchaser nor its Subsidiaries have received any notice, and their respective Subsidiaries’ properties have no knowledge, of any intention of any Governmental Entity to expropriate all or any part of the Purchaser Owned Real Property; there are no leases in respect of the Purchaser Owned Real Property or any portion thereof other than Permitted Liens; no Person has any right of first refusal, option, or other right to acquire the Purchaser Owned Real Property or any part thereof other than Permitted Liens; the Purchaser or its Subsidiaries is not in default under any of its material obligations arising out of any Permitted Liens beyond any applicable cure periods; all necessary permits and approvals have been obtained from the appropriate Governmental Entity in respect of the Purchaser’s and its Subsidiaries present use of and operations on the Purchaser Owned Real Property; the Purchaser and its Subsidiaries have no present or future obligation to pay moneys to any Governmental Entity in connection with any on-site or off-site servicing, including off-site roads, services or utilities, save and except obligations which exist by virtue of the Permitted Liens; to the knowledge of the Purchaser, the use, ownership, occupancy and operation of the Purchaser Owned Real Property in the manner in which it is now used, owned, occupied and operated comply in all material respects with all zoning, building, use, safety or other similar Laws; all improvements on any such parcel are in good repair and operating condition, subject to ordinary wear and teartear excepted, are supplied with utilities and other than (x) with respect to deferred maintenance existing as services necessary for the operation of the date of acquisition of such property as permitted in this Section, and (y) where the failure business of the properties Purchaser or its Subsidiaries as currently conducted at such Purchaser Owned Real Property and sufficient for their current occupancy and use; neither the Purchaser nor its Subsidiaries has received any notice of any Subsidiary special Tax, levy or assessment for benefits or betterments that affect any parcel of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Purchaser Owned Real Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerPurchaser, no such proceedings special Taxes, levies or assessments are presently threatened pending or contemplated contemplated. (iv) Each property currently leased or subleased by any taking authority whichthe Purchaser or its Subsidiaries from a third party (together with the improvements included therewith or therein or located thereon, and all easements and other rights and interests in real property appurtenant thereto and all such eventsrights and privileges under the leases related thereto, individually collectively, the “Purchaser Leased Properties”) is listed in section (v) of the Purchaser Disclosure Letter,. The Purchaser or its Subsidiaries, as applicable, holds good and valid leasehold interests in the aggregate have had or could reasonably be expected to have a Material Adverse EffectPurchaser Leased Properties, free and clear of all Liens on the leasehold interest other than Permitted Liens. None Each of the property documents under which the Purchaser’s direct and indirect interests in the Purchaser Leased Properties are held (including all written or oral leases, subleases, licenses, concessions and other agreements, including all amendments, modifications, extensions, renewals, guaranties, and other agreements with respect thereto, collectively, the “Purchaser Lease Documents”) is valid, binding and in full force and effect as against the Purchaser and its Subsidiaries, as applicable, and to the knowledge of the BorrowerPurchaser, as against the other parties thereto. Neither the Purchaser, its Subsidiaries nor, to the knowledge of the Purchaser, any of the other parties to the Purchaser Lease Documents, is in material breach or violation or default (in each case, with or without notice or lapse of time or both) under any of the Purchaser Lease Documents which breach, violation or default has not been cured, and the Purchaser and its Subsidiaries has not received or given any notice of default under any such agreement which remains uncured. There are no current material disputes with respect to such Purchaser Lease Documents. No security deposit or portion thereof deposited with respect to any Purchaser Lease Documents has been applied in respect of a breach or default thereunder which has not been redeposited in full. Except as disclosed in the Purchaser Disclosure Letter, neither the Purchaser nor its Subsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Purchaser Lease Documents. Neither the Purchaser not its Subsidiaries has subleased, licensed or otherwise granted any other party the right to use or occupy any Purchaser Leased Properties or any portion thereof, and there are no Persons other than the Purchaser or its Subsidiaries occupying or holding valid rights to occupy the Purchaser Leased Properties. Neither the Purchaser nor its Subsidiaries has collaterally assigned or granted any security interest in any Purchaser Lease Documents or any interest therein. The Purchaser Leased Properties, including without limitation, the other Obligors or mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance, are reasonably sufficient for the operation thereof for their respective Subsidiaries is now damaged or injured as a result of any firecurrent use, explosionand, accidentto the Purchaser’s knowledge, flood there are no material structural or other casualty physical defect or deficiency in the condition of such improvements. To the knowledge of the Purchaser, neither the use nor occupancy thereof violates in any manner which individually material respect any applicable Laws, licenses, certificates, permits, covenants, conditions or restrictions, whether state, local or private, and the Purchaser or its Subsidiaries has received all material permits, certificates, licenses, authorizations and approvals under Law in connection with the aggregate has had use and occupancy thereof. (v) The Purchaser Owned Real Property and the Purchaser Leased Properties, as applicable, are adequately serviced by utilities (or could reasonably be expected to have any Material Adverse Effectwell water with adequate septic systems, if any) having adequate capacities for the normal operations of the Purchaser’s and its Subsidiaries facilities. The Purchaser Owned Real Property and the Purchaser Leased Properties constitute all of the real property owned, leased, subleased, licensed or otherwise used or occupied by the Purchaser and its Subsidiaries or otherwise used in connection with the business of the Purchaser.

Property. All (i) Neither OIS nor any of its subsidiaries owns any real property. OIS and each of its subsidiaries has good and marketable title to, or, in the Borrower’s, the other Obligors’ case of securities and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriateinvestments, a “Phase IIsecurity entitlement” report(as defined in the Uniform Commercial Code) in, or in each the case prepared of leased property, a valid leasehold interest in, all material property (whether real or personal, tangible or intangible, and including securities and investments) and assets purported to be owned or leased by a recognized environmental engineer it or any of its subsidiaries, and no such material property and assets are subject to any Liens except mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or similar Liens arising in accordance the ordinary course of business consistent with customary standards which discloses that such property is past practice or Tax Liens for current Taxes not in violation of the representations yet due and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. payable. (ii) There are no unpaid real properties leased or outstanding real estate otherwise used by OIS or Merger Sub or any other taxes subsidiary of OIS (the “OIS Leased Property”) that are not listed in the OIS Reports or assessments set forth on or against any property Section 5.01(v)(ii) of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentOIS Disclosure Letter. Except as set forth in Schedule 6.1(eeSection 5.02(v)(ii) heretoof the OIS Disclosure Letter, there is no outstanding Tax or levy in respect of the OIS Leased Property or in connection with OIS’s or any of its subsidiaries’ use or right in such properties (except municipal Taxes due from time to time) for which OIS or any of its subsidiaries is directly liable under the terms of use of such Lease Property. Except as set forth in Section 5.02(v)(ii) of the OIS Disclosure Letter, OIS and each of its subsidiaries have obtained all required approvals, authorizations and permits from any Governmental Entity in connection with all real property held by it or to which it is entitled or in which it has rights (including building permits), and all of such approvals, authorizations and permits are in full force and effect, except where the lack thereof does not constitute an OIS Adverse Effect. To OIS’s knowledge, there are no pending eminent domain outstanding claims or proceedings against commenced by any property third party (including any Governmental Entity) in connection with OIS’s or any of its subsidiaries’ possession or use of the Borrower, OIS Leased Property. The lease agreements entered into by OIS and its subsidiaries in connection with the other Obligors or their respective Subsidiaries or any part thereofOIS Leased Property are in full force and effect and enforceable, and, to the knowledge of OIS, there are no existing material defaults of OIS and its subsidiaries or any other party to the Borrowerleases thereunder. Other than the lease agreements referred to above, OIS and its subsidiaries have no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result interests of any fire, explosion, accident, flood or other casualty type in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectreal property.

Property. All The Company and its Subsidiaries have good, valid and, in the case of real property, marketable title to, or valid leasehold or sublease interests or other comparable Contract rights in or relating to, all of the Borrower’sreal property and other tangible assets used in or necessary for the conduct of their business as currently conducted, including good and valid title to all real property and other tangible assets reflected in the other Obligors’ latest audited financial statements included in the Company SEC Filings as being owned by the Company and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, its Subsidiaries or acquired after the date thereof (other than (x) with respect to deferred maintenance existing as property sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of acquisition of such property as permitted in this Section, all Liens except for Permitted Liens and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Liens that have not had or could and would not reasonably be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are collectively the lessee of all property material to the business of the Company and its Subsidiaries which is purported to be leased by the Company and its Subsidiaries and are in possession of such properties, and each lease for such property is valid and in full force and effect without default thereunder by the lessee or the lessor, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as, individually or in the aggregate, has not had or could and would not reasonably be expected to have a Company Material Adverse Effect. None , all items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are sufficient for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted), and are sufficient for the conduct of the property business of the Borrower, the other Obligors or their respective Company and its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had manner in which such business is currently being conducted and is proposed to be conducted. Section 4.16 of the Company Disclosure Letter lists all material real property and any material interest in real property owned by the Company or could reasonably be expected to have any Material Adverse Effectof its Subsidiaries.

Property. All (a) Section 3.17(a) of the Borrower’sCompany Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or its Subsidiaries, identifying the owner and address of each such property (“Owned Properties”). Each of the Company and its Subsidiaries has good, valid and marketable title, free and clear of all Liens, to all Owned Properties, except for Liens that do not detract in any material respect from the present use or value of such real property, and is in exclusive possession thereof. (b) A true and complete copy of each agreement pursuant to which the Company or any of its Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the other Obligors’ “Leases”) has heretofore been made available to Parent. Each Lease is valid, binding and their respective Subsidiaries’ properties are enforceable against the Company or its applicable Subsidiary in good repair accordance with its terms and conditionis in full force and effect (except as may be limited by bankruptcy, subject to ordinary wear insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and tear, other than (xthe availability of equitable remedies) with respect to deferred maintenance existing except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to would not reasonably be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower Company. There are no material defaults by the Company or any of its Subsidiaries, as applicable, under any of the REIT GuarantorLeases and the Company or one of its Subsidiaries is in possession of the properties purported to be leased thereunder. The Borrower has completed or caused to be completed an appropriate investigation consummation of the environmental condition of each Property as transactions contemplated by this Agreement will not cause defaults under the Leases or require any consent of the later applicable lessor. (c) The Owned Properties and the properties leased pursuant to the Leases (the “Leased Properties” and together with the Owned Properties, the “Real Property”) constitute all of the real estate on which the Company and its Subsidiaries maintain their facilities or conduct their business as of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid condemnation proceedings or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against or sales or other disposition in lieu of condemnation of any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andkind pending or, to the knowledge of the BorrowerCompany, no such proceedings threatened with respect to any Real Property. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are presently threatened or contemplated by any taking authority whichin good operating condition and in a state of good working order, ordinary wear and tear excepted. The Company and its Subsidiaries are in compliance with all such eventsapplicable health and safety related requirements for the Real Property, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All of (a) Such Grantor (either itself or through licensees) will (i) continue to use each material Trademark owned by such Grantor and make appropriate filings evidencing such use to the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are extent required by applicable law to maintain such material Trademark in good repair and condition, subject to ordinary wear and tear, other than (x) full force with respect to deferred maintenance existing each class of goods for which such material Trademark is currently used, free from any claim of abandonment for non-use, (ii) use such material Trademark with the appropriate notice of registration and all other notices and legends required by applicable law to avoid any loss of rights, in each country or jurisdiction in which Grantor has rights in such material Trademark as of the date of acquisition hereof (iii) not adopt or use any other Trademark which is confusingly similar or a colorable imitation of such property as permitted material Trademark unless such Grantor shall grant to Lender a perfected security interest in such xxxx pursuant to this SectionAgreement, and (yiv) where not (and not knowingly permit any licensee or sublicensee thereof to) knowingly do any act or knowingly omit to do any act whereby such material Trademark may become invalidated, forfeited, lapsed, abandoned, expired or impaired in any way. (b) Such Grantor (either itself or through licensees) will not knowingly do any act, or knowingly omit to do any act, whereby any material Patent owned by such Grantor may become invalidated, forfeited, lapsed, abandoned, expired or dedicated to the failure public or otherwise impaired. (c) Such Grantor (either itself or through licensees) will not (and will not knowingly permit any licensee or sublicensee thereof to) knowingly do any act or knowingly omit to do any act whereby any material Copyright owned by such Grantor may become invalidated, forfeited, lapsed, abandoned, expired or dedicated to the public domain or otherwise impaired. (d) Such Grantor (either itself or through licensees) will not do any act that knowingly uses any Intellectual Property to infringe, misappropriate or dilute the intellectual property rights of any other Person. (e) Such Grantor will notify Lender immediately (but in any event within thirty (30) days) if it knows that any application or registration or issued patent for any material Intellectual Property owned by such Grantor may become invalidated, forfeited, lapsed, abandoned, expired, impaired in any way or dedicated to the public (other than through expiration of their full statutory term), or of any materially adverse determination in any proceeding against such Grantor (including the institution of, or any such determination in any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country or jurisdiction) regarding, such Grantor’s ownership of, or the validity or enforceability of, any material Intellectual Property owned by such Grantor or such Grantor’s right to register the same or to own and maintain the same (other than office actions issued in the ordinary course of prosecution of any pending applications for Patents or applications for registration of other Intellectual Property). (f) Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, files an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof or any regional or international body, such Grantor shall report such filing to Lender concurrently with the next delivery of financial statements of Borrower pursuant to Section 6.1.1 or 6.1.2 of the properties Credit Agreement, as applicable. Upon the request of Lender, such Grantor shall execute and deliver, and have recorded, any Subsidiary and all agreements, instruments, documents, and papers as Lender may reasonably request to evidence Lender’s security interest in any Copyright, Patent or Trademark or other Intellectual Property owned by such Grantor and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. (g) Such Grantor will take all reasonable and necessary, as determined in its reasonably business judgment, steps to maintain and pursue each application (and to obtain the Borrower relevant registration or any Subsidiary of an Obligor issued patent) and to be in good repair maintain the validity, in-force status and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition enforceability of each registration and issued patent of all material Intellectual Property as of owned by it. (h) In the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which event that any Intellectual Property owned by such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andGrantor is, to the knowledge of such Grantor, infringed upon or misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the Borrowercircumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, no such proceedings are presently threatened or contemplated by promptly (and in any taking authority whichevent within ten (10) Business Days) notify Lender after it learns thereof and, to the extent, in its reasonable judgment, such Grantor determines it appropriate under the circumstances, xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such eventsinfringement, individually misappropriation or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectdilution.

Property. All (a) Neither Tempranillo nor any of its Subsidiaries owns any real property. (b) Except as has not had, or would reasonably be expected to have, a Tempranillo Material Adverse Effect, (i) Tempranillo and its Subsidiaries have good and marketable title to, or in the Borrower’scase of each parcel of real property and tangible assets leased or otherwise used by Tempranillo or any of its Subsidiaries have valid leasehold interests in, the other Obligors’ all of their properties and their respective Subsidiaries’ properties are in good repair tangible assets, free and conditionclear of all Liens, except for Permitted Tempranillo Liens, (ii) each lease, sublease or license (each, a “Tempranillo Lease Agreement”) under which Tempranillo or any of its Subsidiaries leases, subleases or licenses any real property (such real property, a “Tempranillo Leased Property”) is, subject to the Bankruptcy and Equity Exceptions, a valid and binding obligation of Tempranillo or its Subsidiary (as the case may be) and, to Tempranillo’s Knowledge, each of the other parties thereto, and in full force and effect and enforceable in accordance with its terms against Tempranillo or its Subsidiaries (as the case may be) and, to Tempranillo’s Knowledge, each of the other parties thereto (except for such Tempranillo Lease Agreements that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of Tempranillo or any of its Subsidiaries, such termination must be in the ordinary wear course of business), (iii) neither Tempranillo nor any of its Subsidiaries, nor, to Tempranillo’s Knowledge, any of the other parties thereto has violated or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of any Tempranillo Lease Agreement, (iv) neither Tempranillo nor any of its Subsidiaries has received written notice that it has violated or defaulted under any Tempranillo Lease Agreement, and tear, other than (xv) with respect to deferred maintenance existing as each Tempranillo Leased Property, neither Tempranillo nor any of the date of acquisition of its Subsidiaries has subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower Tempranillo Leased Property or any Subsidiary of an Obligor to be in good repair and condition has not had portion thereof, or could not be reasonably expected to have a Material Adverse Effect on either the Borrower otherwise assigned, pledged, hypothecated, mortgaged or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sotherwise transferred any lease, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Personssublease, including preparation of a “Phase I” report andlicense, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate sublicense or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectinterest therein.

Property. All of the Borrower’s's, the other Obligors’ ' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ ' or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority whichwhich may, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effect.

Property. All (a) Section 5.19 of the Borrower’sSeller Disclosure Schedule lists (a) all real property and interests in real property owned in fee by the Acquired Companies (the foregoing and, at Closing, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and conditionDurham Property, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section“Owned Real Property”), and (yb) where all real property leased, subleased and licensed by or from the failure Acquired Companies (the “Leased Real Property,” and the leases, subleases or licenses pursuant to which such real property is leased, subleased or licensed the “Leases”) and sets forth the address, landlord and tenant for each Lease. Such Owned Real Property and Leased Real Property constitutes all of the properties of real property currently utilized in any Subsidiary material respect by the Acquired Companies in the operation of the Borrower Business: (i) The applicable Acquired Company has good and insurable fee title to all Owned Real Property and good leasehold title to or any Subsidiary of an Obligor a valid right to be in good repair use all Leased Real Property and condition has not had or could not be reasonably expected to have (ii) each Lease is a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation legal, valid and binding obligation of the environmental condition applicable Acquired Company party thereto and, to the Knowledge of Seller, each Property as of the later of the date of the Borrower’sother party thereto, the Obligors’ or and is enforceable against the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofAcquired Company party thereto, and, to the knowledge Knowledge of Seller, each other party thereto, in accordance with its terms (except in each of cases (i) and (ii) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). (b) With respect to each Lease, (i) such Acquired Company’s possession and quiet enjoyment of the BorrowerLeased Real Property under such Lease has not been disturbed in any material respect and (ii) there are no material disputes with respect to such Lease and to the Knowledge of Seller, no such proceedings are presently threatened event has occurred or contemplated by any taking authority circumstance exists which, with or without the delivery of notice, the passage of time or both, would constitute a material breach or default by the Acquired Company or permit the termination, modification or acceleration of rent under such Lease. No Acquired Company has received written notice that it is in all default under any such eventsLease, individually or that the other party thereto intends to cancel, terminate, or renegotiate such Lease. (c) Except for Permitted Liens, no Lease is subject to any Lien and no Acquired Company has transferred or assigned any interest in the aggregate have had any Lease, nor has any Acquired Company subleased or could reasonably be expected to have a Material Adverse Effect. None otherwise granted rights of use or occupancy of any of the property premises described therein to any Person. (d) The Acquired Companies have all certificates of occupancy and Permits of any Governmental Authority necessary for the current use and operation of each of the BorrowerOwned Real Properties. Each Acquired Company has complied with all material conditions of the Permits applicable to them with respect to the Owned Real Properties. (e) No Acquired Company owns, the holds, nor is obligated under or is a party to, any option, right of first refusal or other Obligors Contract to purchase, acquire, sell, assign, or their respective Subsidiaries is now damaged or injured as a result dispose of any fire, explosion, accident, flood real estate or other casualty in any manner which individually portion thereof or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectinterest therein.

Property. All First Charter or one of its Subsidiaries (a) has fee simple title to all the properties and assets reflected in the latest audited balance sheet included in such First Charter SEC Reports as being owned by First Charter or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by First Charter on the date hereof or otherwise materially impair business operations at such properties, as conducted by First Charter on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by First Charter on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such First Charter SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering First Charter’s or one of its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and except as set forth on Section 3.17 of the First Charter Disclosure Schedule, is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the First Charter or one of its Subsidiaries or, to First Charter’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of First Charter, threatened condemnation proceedings against the BorrowerReal Property. First Charter and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Real Property, no including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. First Charter currently maintains (or causes to be maintained) insurance on all its property, including the Real Property in amounts, scope and coverage reasonably necessary for its operations. First Charter has not received any notice of termination, nonrenewal or premium adjustment for such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All (a) Section 3.18(a) of the Borrower’sDisclosure Schedule lists all real property owned or leased (other than Easements) by the Xxxxxx LLCs and the Subsidiaries (the “Real Property”). The Xxxxxx LLCs and the Subsidiaries, as the case may be, have good and indefeasible title to all such Real Property or have valid interests by Right-of-Way, Contract or otherwise in and to all other Obligorsmaterial Real Property interests that are necessary for each of the Xxxxxx LLCs and the Subsidiaries to conduct its business as currently being conducted, in each case free and clear of all Liens, except for Permitted Liens or Liens described in Section 3.18(a) of the Disclosure Schedule and other defects in title or Liens which would not reasonably be expected to be material. All leases for Real Property interests are valid and enforceable against the Xxxxxx LLCs and the Subsidiaries, as applicable, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and their respective Subsidiaries’ properties by general principles of equity (whether applied in a proceeding at law or in equity). The Xxxxxx LLCs and the Subsidiaries are in good repair material compliance with the terms of all such leases and conditionthere exist no defaults by the Xxxxxx LLCs and the Subsidiaries or, subject to ordinary wear and tearHEP’s knowledge, other than there exist no defaults by the counterparties to such leases or any facts that would reasonably be expected to constitute a default with the passage of time. (xb) with respect to deferred maintenance existing Section 3.18(b) of the Disclosure Schedule lists, as of the date hereof, (i) all of acquisition the easements, licenses, rights-of-way, permits, servitudes, leasehold estates and instruments creating an interest in Real Property (other than options to acquire an Easement) held by the Xxxxxx LLCs and the Subsidiaries for the purposes of operating its pipelines and appurtenant facilities (each, an “Easement”), (ii) the grantor and grantee of each Easement and (iii) the recording information for each Easement. Except as are not material to the current operations of the Xxxxxx LLCs and the Subsidiaries, or currently contemplated uses and operations of the Xxxxxx LLCs and the Subsidiaries: (i) each of Xxxxxx LLCs and the Subsidiaries has such property Easements as permitted are necessary for the such Xxxxxx LLC or Subsidiary to construct, use and operate their respective assets and properties in this Sectionthe manner that such assets and properties are currently used and operated (or are contemplated to be used and operated after completion of construction), (ii) the Xxxxxx LLCs and the Subsidiaries are in material compliance with the terms of the Easements and conduct their businesses in a manner that does not materially violate any of the Easements, (iii) the Xxxxxx LLCs and the Subsidiaries have valid interest in the Easements, except as such interest (or enforcement thereof) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity), (iv) except as disclosed in Section 3.18(b) of the Disclosure Schedule as to (A) Easements which, by their terms, obligate the Xxxxxx LLCs and/or the Subsidiaries to make annual payments for the use of the Easements and (B) current circumstances where, to HEP’s knowledge, the Xxxxxx LLCs and/or the Subsidiaries may be obligated for additional payments to a grantor of an Easement due to a determination that a particular Easement contains more linear feet than that set forth in the applicable Easement, as of the date hereof, the Xxxxxx LLCs and the Subsidiaries have materially fulfilled and performed their current obligations with respect to the Easements, including the timely and full payment of all amounts currently due and owing to the grantors of the Easements, and (yv) where the failure there are no existing material violations of the properties terms of the Easements by the Xxxxxx LLCs or the Subsidiaries and none of the Xxxxxx LLCs or the Subsidiaries has received written notice of the occurrence of any Subsidiary ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow limitation, revocation or termination of any Easement or would result in any material impairment of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness rights of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, Xxxxxx LLC or Subsidiary in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that and to any such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentEasement. Except as set forth shown in Schedule 6.1(eeSection 3.18(b) heretoof the Disclosure Schedule, all pipelines operated by the Xxxxxx LLCs and the Subsidiaries are subject to Easements, and there are no pending eminent domain proceedings against gaps (including any property gap arising as a result of any breach by any of the Borrower, the other Obligors or their respective Subsidiaries Xxxxxx LLCs or any part thereof, and, to the knowledge of the BorrowerSubsidiaries of the terms of any Easement) in the Easement, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventsexcept where the presence of gaps, individually or in the aggregate have had aggregate, (i) does not materially interfere with the ordinary conduct of the business of the Xxxxxx LLCs and the Subsidiaries as presently conducted or could reasonably contemplated thereon, (ii) does not materially detract from the value or use of the portion of the Easement which is affected by the gap as presently used or contemplated to be expected used and (iii) are not material to have the current or contemplated operations of the Xxxxxx LLCs and Subsidiaries. To the knowledge of HEP, there is no breach, anticipated breach or default by any other party to any Easement. (c) With respect to leased Real Property, HEP has delivered or made available to Regency true, complete and correct copies of any leases affecting the Real Property. The Xxxxxx LLCs and the Subsidiaries are not a Material Adverse Effectsublessor or grantor under any sublease or other instrument granting to any other person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. None The use and operation of the Real Property in the conduct of the business of any of the Xxxxxx LLCs or any of the Subsidiaries does not violate in any material respect: (i) any applicable law, or (ii) with respect to owned Real Property, any covenant, condition, restriction, easement, license, permit or agreement or, (iii) with respect to leased Real Property, any covenant, condition, restriction, easement, license, permit or agreement. There are no actions, suits, investigations or proceedings pending nor, to HEP’s knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. HEP has provided to Regency copies of all title commitments and policies obtained by HEP and currently in HEP’s possession or any of the Xxxxxx LLCs or any of the Subsidiaries with respect to the owned Real Property. (d) All tangible personal property owned, leased or licensed by the Xxxxxx LLCs or the Subsidiaries that is material to the current or contemplated operations of the Xxxxxx LLCs and the Subsidiaries is, taken as a whole, and to HEP’s knowledge, in good repair, working order and operating condition and adequate for its present uses by the Xxxxxx LLCs and the Subsidiaries, ordinary wear and tear excepted. (e) As used in this Agreement, the term “Permitted Liens” means, with respect to or upon any of the property or assets of the BorrowerXxxxxx LLCs or the Subsidiaries, whether owned as of the other Obligors date hereof or their respective Subsidiaries is now damaged or injured as a result of any firethereafter, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.any:

Property. All Yadkin or one of its Subsidiaries (a) has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the Yadkin SEC Reports as being owned by Yadkin or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Yadkin Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Yadkin on the date hereof or otherwise materially impair business operations at such properties, as conducted by Yadkin on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Yadkin SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Yadkin Leased Properties” and, collectively with the Yadkin Owned Properties, the other Obligors’ “Yadkin Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Yadkin’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Yadkin or one of its Subsidiaries or, to Yadkin’s knowledge, the lessor. The Yadkin Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Yadkin Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Yadkin, threatened condemnation proceedings against the BorrowerYadkin Real Property. Yadkin and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Yadkin Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Yadkin currently maintains insurance on all its property, including the Yadkin Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Yadkin has not received any notice of termination, nonrenewal or material premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject It shall be a condition to ordinary wear and tear, other than Purchaser’s obligation to close hereunder that neither (x) the NG Partnership Interests Purchase and Sale Agreement shall have been terminated with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and NG Partnership Interests nor (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has the Harborside Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement shall have been disclosed in writing terminated with respect to more than two (2) of the Acquired Properties (exclusive of the NG Partnership Interests; it being agreed by Purchaser and Seller that a termination of the NG Partnership Interests Purchase and Sale Agreement with respect to the Agent NG Partnership Interests is addressed in the foregoing clause (x) and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property that the two (2) Acquired Properties referenced in the foregoing clause (y) shall not include the NG Partnership Interests for purposes of the Borrowerapplication of the foregoing clause (y)) (it being understood that a termination of this Agreement with respect to one or more of the separate sites constituting the Goodyear Properties or one or more separate sites constituting the CEVA Properties shall be deemed in both cases to be a termination of this Agreement with respect to only one Property notwithstanding the Lease with The Goodyear Tire & Rubber Company and the Lease with CEVA Freight, LLC cover multiple Properties). For clarification, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(eeparties agree that it is possible for a closing condition (A) hereto, there are no pending eminent domain proceedings against any property of under the BorrowerHarborside Purchase and Sale Agreement not to be satisfied (for example, the other Obligors bankruptcy of Schwab) which would allow Purchaser not to close and to terminate with respect to the Harborside Membership Interests but proceed to closing under this Agreement, the NG Partnership Interests Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement or their respective Subsidiaries or any part thereof(B) under the NG Partnership Interests Purchase and Sale Agreement not to be satisfied (for example, the bankruptcy of Northrop) which would allow Purchaser not to close and to terminate with respect to the NG Partnership Interests and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any firesuch termination, explosionthere would be a failure of a condition to close under this Agreement, accidentthe Harborside Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement which would allow Seller to terminate this Agreement, flood or other casualty in any manner which individually or in Harborside Seller to terminate the aggregate has had or could reasonably be expected Harborside Purchase and Sale Agreement and CTL Reston Seller to have any Material Adverse Effect.terminate the CTL Reston Member Interest Purchase and Sale Agreement; and” (b) Section 7.2.2 of the Agreement is hereby amended by adding the following Section 7.2.2(11) at the end thereof:

Property. All of the Borrower’s's, the other Obligors’ ' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ ' or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all material Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use or value (as reflected in Company’s consolidated financial statements) of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use or value (as reflected in Company’s consolidated financial statements) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties, the other Obligors’ “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s knowledge, the lessor. Company and its Subsidiaries own and have good and valid title to, or have valid rights to use, all material tangible personal property used by them in connection with the conduct of their respective Subsidiaries’ properties are businesses, in good repair each case, free and condition, subject to ordinary wear and tearclear of all Liens, other than Permitted Encumbrances. To Company’s knowledge, neither the whole nor any portion of the Real Property (x) with has been damaged in any material respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and or destroyed or (y) where the failure of the properties of any Subsidiary of the Borrower is being or any Subsidiary of an Obligor to be in good repair and condition has not had condemned or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated otherwise taken by any public authority, nor has any such condemnation or taking authority which, been threatened in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectwriting.

Property. All (a) Seller has, and will convey to Purchaser at the Closing, good and marketable title to the Owned Real Property, insurable by the Title Insurer, free and clear of all Encumbrances, other than Permitted Encumbrances. No Encumbrance which (A) does not pertain to the Real Property and (B) is insured by the Title Insurer, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice of any, and to Seller’s knowledge, there are no material uncured current violations, citations, summonses, subpoenas, compliance orders, directives, suits, other legal processes, or other written notice of potential liability under applicable zoning, building, fire or other applicable laws and regulations relating to the Real Property, and, except as would not reasonably be expected, individually or in the aggregate, to materially affect Purchaser’s use and enjoyment of the Borrower’sReal Property, there is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened before any governmental authority that relates to Seller or the other Obligors’ Real Property. (c) Except as set forth on Schedule 5.14(c) of the Seller Disclosure Schedule, there is no actual or pending condemnation proceeding relating to the Branches, nor, to Seller’s knowledge, has any such proceeding been threatened. (d) Seller has received no written notice of any, and their respective Subsidiaries’ properties are to Seller’s knowledge, it is not in good repair and material default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and, to Seller’s knowledge, no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Real Property (other than the Branch Leases and the Tenant Leases), and the Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, that would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) Seller has valid title to its Personal Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and has the right to sell, convey, transfer, assign and deliver to Purchaser all of the Personal Property. The Personal Property is in working order in all material respects (subject to ordinary wear and tear, other than ). (xg) with respect The Real Property is sufficient for the continued conduct of operations at the Branches after the Closing in substantially the same manner as conducted prior to deferred maintenance existing as the Closing and constitutes all of the date of acquisition of such real property necessary to conduct the operations at the Branches as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectcurrently conducted.

Property. All (a) Westcoast, its subsidiaries and, to the knowledge of the Borrower’sWestcoast, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and conditionits Partially Owned Entities have defensible title (or, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing pipelines, equipment and other tangible personal property used in connection with Westcoast's pipeline operations (collectively, "Westcoast Pipeline Assets") title to or interest in the applicable Westcoast Pipeline Assets sufficient to enable Westcoast, its subsidiaries and, to the knowledge of Westcoast, its Partially Owned Entities to conduct their businesses with respect thereto without material interference as it is currently being conducted) to all their material properties and assets, whether tangible or intangible, real, personal or mixed, free and clear of all liens, except for liens disclosed in the date Westcoast Documents and liens the existence of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has which would not had or could not be reasonably expected to have a Material Adverse Effect on either Westcoast. (b) The businesses of Westcoast and each of its subsidiaries have been and are being operated in a manner which does not violate (in any manner which would, or which would be reasonably expected to, have a Material Adverse Effect on Westcoast) the Borrower terms of any easements, rights of way, permits, servitudes, licenses, leasehold estates and similar rights relating to real property (collectively, "Easements") used by Westcoast and each of its subsidiaries in such businesses. All Easements are valid and enforceable, except as the enforceability thereof may be affected by bankruptcy, insolvency or other Laws of general applicability affecting the REIT Guarantor. The Borrower has completed rights of creditors generally or caused principles of equity, and grant the rights purported to be completed an appropriate investigation of granted thereby and all rights necessary thereunder for the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness current operation of such Persons, including preparation businesses where the failure of any such Easement to be valid and enforceable or to grant the rights purported to be granted thereby or necessary thereunder would have a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takenMaterial Adverse Effect on Westcoast. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or special gaps in the aggregate have had Easements which would impair the conduct of such businesses in a manner that would, or could that would be reasonably be expected to to, have a Material Adverse Effect. None Effect on Westcoast, and no part of the Westcoast Pipeline Assets is located on property which is not owned in fee by Westcoast or a subsidiary of Westcoast or subject to an Easement in favour of Westcoast or a subsidiary of Westcoast, where the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as failure of such Westcoast Pipeline Assets to be so located would have a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectEffect on Westcoast.

Property. All Radian or a Radian Subsidiary (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Radian Reports as being owned by Radian or a Radian Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Radian Owned Properties”), free and clear of all material Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’s, properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as use of the date of acquisition of properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such property as permitted in this Sectionproperties (collectively, “Permitted Encumbrances”), and (yb) where is the failure lessee of all leasehold estates reflected in the latest audited financial statements included in such Radian Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Radian Leased Properties” and, collectively with the Radian Owned Properties, the “Radian Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor purported to be in good repair leased thereunder, and condition has not had or could not be reasonably expected each such lease is valid without default thereunder by the lessee or, to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sRadian’s knowledge, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectlessor.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject It shall be a condition to ordinary wear and tear, other than Seller’s obligation to close hereunder that neither (x) the NG Partnership Interests Purchase and Sale Agreement shall have been terminated with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and NG Partnership Interests nor (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has the Harborside Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement shall have been disclosed in writing terminated with respect to more than two (2) of the Acquired Properties (exclusive of the NG Partnership Interests; it being agreed by Purchaser and Seller that a termination of the NG Partnership Interests Purchase and Sale Agreement with respect to the Agent NG Partnership Interests is addressed in the foregoing clause (x) and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property that the two (2) Acquired Properties referenced in the foregoing clause (y) shall not include the NG Partnership Interests for purposes of the Borrowerapplication of the foregoing clause (y)) (it being understood that a termination of this Agreement with respect to one or more of the separate sites constituting the Properties leased by The Goodyear Tire & Rubber Company (collectively, the other Obligors “Goodyear Properties”) or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) heretoone or more separate sites constituting the Properties leased by CEVA Freight, there are no pending eminent domain proceedings against any property of the BorrowerLLC (collectively, the other Obligors “CEVA Properties”) shall be deemed in both cases to be a termination of this Agreement with respect to only one Property notwithstanding the Lease with The Goodyear Tire & Rubber Company and the Lease with CEVA Freight, LLC cover multiple Properties). For clarification, the parties agree that it is possible for a closing condition (A) under the Harborside Purchase and Sale Agreement not to be satisfied (for example, the bankruptcy of Schwab) which would allow Purchaser not to close and to terminate with respect to the Harborside Membership Interests but proceed to closing under this Agreement, the NG Partnership Interests Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement or their respective Subsidiaries or any part thereof(B) under the NG Partnership Interests Purchase and Sale Agreement not to be satisfied (for example, the bankruptcy of Northrop) which would allow Purchaser not to close and to terminate with respect to the NG Partnership Interests and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any firesuch termination, explosionthere would be a failure of a condition to close under this Agreement, accidentthe Harborside Purchase and Sale Agreement and the CTL Reston Member Interest Purchase and Sale Agreement which would allow Seller to terminate this Agreement, flood or other casualty in any manner which individually or in Harborside Seller to terminate the aggregate has had or could reasonably be expected Harborside Purchase and Sale Agreement and CTL Reston Seller to have any Material Adverse Effectterminate the CTL Reston Member Interest Purchase and Sale Agreement.” (b) Section 7.2.1 of the Agreement is hereby amended by adding the following Section 7.2.1(5) at the end thereof:

Property. All The Company and each of its Subsidiaries have -------- good and marketable title in fee simple to all of the Borrower’sreal property respectively owned by them, and good and marketable title to all of the other Obligors’ tangible properties and their respective Subsidiaries’ properties are assets respectively owned by them, free and clear of all Liens except (i) Liens for taxes not yet delinquent; (ii) Liens being contested in good repair and condition, subject to ordinary wear and tear, other than faith by appropriate proceedings (x) with respect to deferred maintenance existing as which Liens are described in Section 4.10 of the date Schedule); (iii) such imperfections of acquisition of title and encumbrances, if any, as do not materially detract from the value of, or materially interfere with the present use of, such property as permitted in this Section, property; and (yiv) where the failure for those listed in Section 4.10 of the properties Schedule, all of which will be released at or prior to the Merger Closing. Neither the Company nor any of its Subsidiaries has received notice of violation of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’szoning regulation, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate ordinance or other taxes law, order, regulation or assessments on requirement relating to real property owned or against any property of the Borrower, the other Obligors or their respective Subsidiaries leased by it which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could violation would reasonably be expected to have a Company Material Adverse Effect. The tangible personal property of the Company and its Subsidiaries that is material to the operation of the business of the Company and its Subsidiaries is fit for the use which is intended, free from any material defects and is in good operating condition and repair (ordinary wear and tear excepted). None of such material tangible personal property requires any repair or replacement except for maintenance or replacement in the ordinary course of business or replacement in accordance with the normal useful life for such tangible personal property. None of the Company or any of its Subsidiaries owns any material amounts of personal property that are obsolete or of below standard quality. None of the Borrower, material tangible personal property is located other than at the other Obligors locations of the Company or their respective any of its Subsidiaries set forth on Section 4.10 of the Schedule. No portion of the real property owned or leased by the Company or any of its Subsidiaries is now damaged subject to any pending condemnation proceeding or injured as a result proceeding by any Governmental Entity materially adverse to such property, and, none of the Company or any of its Subsidiaries knows of any firethreatened condemnation proceeding with respect to such property. The buildings, explosionplants, accidentimprovements, flood structures and fixtures on the real property owned or other casualty leased by the Company or any of its Subsidiaries, including, without limitation, heating, ventilation, mechanical, electrical, sewer, sprinkler and air conditioning systems, roof, foundation and floors, (i) have been properly maintained in all material respects, (ii) are in good operating condition in all material respects, ordinary wear and tear excepted, and are fit for the purposes for which they are being utilized, and (iii) are in accordance with all applicable laws, ordinances, rules and regulations applicable to the Company or any manner of its Subsidiaries or such property (including those relating to building, zoning, fire or health codes), except for such failures to be in accordance with such laws, ordinances, rules or regulations which individually or in the aggregate has have not had or could not reasonably be expected to have any a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any notice alleging any such violation or requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with such real property which has not been heretofore been complied with by the Company or its Subsidiaries.

Property. All Seller or one of its Subsidiaries (a) has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the Seller SEC Reports as being owned by Seller or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Seller on the date hereof or otherwise materially impair business operations at such properties, as conducted by Seller on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by Seller on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Seller SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Seller’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Seller or one of its Subsidiaries or, to Seller’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Seller, threatened condemnation proceedings against the BorrowerReal Property. Seller and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Seller currently maintains insurance on all its property, including the Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Seller has not received any notice of termination, nonrenewal or material premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All Each of the BorrowerCompany and the Subsidiaries has good title, free and clear of all Liens, to all of its owned properties and assets, real and personal, tangible or intangible, that are material to the business of the Company and the Subsidiaries as currently being conducted, including the owned property and assets that are reflected on the Company Financial Statements or were acquired after March 31, 2002, except for (i) Liens incurred in the ordinary course of business, (ii) Liens relating to purchase money security interests entered into in the ordinary course of business, (iii) properties or assets disposed of in the ordinary course of business, (iv) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carrier’s and other similar Liens arising in the other Obligors’ ordinary course of business, (v) Liens for current Taxes and their respective Subsidiaries’ properties assessments not yet past due or delinquent or that are being contested in good repair and condition, subject to ordinary wear and tear, other than faith by appropriate proceedings or (xvi) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Liens that would not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have had or could reasonably be expected to have Table of Contents aggregate, a Company Material Adverse Effect. None All of the real property owned or leased by the Company and the Subsidiaries, and all real property owned or leased by any Seller or any Affiliate of any Seller (other than the Company or any Subsidiary) and leased to, or otherwise used by, the Company and the Subsidiaries, is set forth in Section 3.16 of the BorrowerSellers’ Disclosure Letter. All leases pursuant to which the Company or any of the Subsidiaries, as lessee, leases real or personal property are valid and binding on the Company and the Subsidiaries and, to the Knowledge of the Sellers, on the other Obligors or their respective Subsidiaries parties thereto and neither the Company nor such Subsidiary nor, to the Knowledge of the Sellers, any other party thereto, is now damaged or injured as a result of any firein material default thereunder. There are no leases, explosionsubleases, accident, flood licenses or other casualty agreements granting to any Person other than the Company or any of the Subsidiaries any right to the possession, use, occupancy or enjoyment of the real property owned or leased by the Company or any of the Subsidiaries, or any portion thereof. To the Knowledge of the Sellers, all buildings, structures and other improvements included within the real property owned or leased by the Company and the Subsidiaries are presently in any manner which individually or a condition that is adequate for the intended uses of such property, subject to continued repair and replacement in the aggregate has had or could reasonably be expected to have any Material Adverse Effectaccordance with past practice, and normal wear and tear excepted.

Property. All (a) Neither Lafite nor any of its Subsidiaries owns any real property. (b) Except as has not had, or would reasonably be expected to have, a Lafite Material Adverse Effect, (i) Lafite and its Subsidiaries have good and marketable title to, or in the Borrower’scase of each parcel of real property and tangible assets leased or otherwise used by Lafite or any of its Subsidiaries have valid leasehold interests in, the other Obligors’ all of their properties and their respective Subsidiaries’ properties are in good repair tangible assets, free and conditionclear of all Liens, except for Permitted Lafite Liens, (ii) each lease, sublease or license (each, a “Lafite Lease Agreement”) under which Lafite or any of its Subsidiaries leases, subleases or licenses any real property (such real property, a “Lafite Leased Property”) is, subject to the Bankruptcy and Equity Exceptions, a valid and binding obligation of Lafite or its Subsidiary (as the case may be) and, to Lafite’s Knowledge, each of the other parties thereto, and in full force and effect and enforceable in accordance with its terms against Lafite or its Subsidiaries (as the case may be) and, to Lafite’s Knowledge, each of the other parties thereto (except for such Lafite Lease Agreements that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of Lafite or any of its Subsidiaries, such termination must be in the ordinary wear course of business), (iii) neither Lafite nor any of its Subsidiaries, nor, to Lafite’s Knowledge, any of the other parties thereto has violated or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of any Lafite Lease Agreement, (iv) neither Lafite nor any of the its Subsidiaries has received written notice that it has violated or defaulted under any Lafite Lease Agreement, and tear, other than (xv) with respect to deferred maintenance existing as each Lafite Leased Property, neither Lafite nor any of the date of acquisition of its Subsidiaries has subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower Lafite Leased Property or any Subsidiary of an Obligor to be in good repair and condition has not had portion thereof, or could not be reasonably expected to have a Material Adverse Effect on either the Borrower otherwise assigned, pledged, hypothecated, mortgaged or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sotherwise transferred any lease, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Personssublease, including preparation of a “Phase I” report andlicense, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate sublicense or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectinterest therein.

Property. All (a) Seller has, and will convey to Purchaser at the Closing, good and marketable title to the Owned Real Property, insurable by the Title Insurer, free and clear of all Encumbrances, other than Permitted Encumbrances. No Encumbrance which (A) does not pertain to the Real Property and (B) is insured by the Title Insurer, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice of any, and to Seller’s knowledge, there are no material uncured current violations, citations, summonses, subpoenas, compliance orders, directives, suits, other legal processes, or other written notice of potential liability under applicable zoning, building, fire or other applicable laws and regulations relating to the Real Property, and, except as would not reasonably be expected, individually or in the aggregate, to materially affect Purchaser’s use and enjoyment of the Borrower’sReal Property, there is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened before any governmental authority that relates to Seller or the other Obligors’ Real Property. (c) Except as set forth on Schedule 5.14(c) of the Seller Disclosure Schedule, there is no actual or pending condemnation proceeding relating to the Branches, nor, to Seller’s knowledge, has any such proceeding been threatened. (d) Seller has received no written notice of any, and their respective Subsidiaries’ properties are to Seller’s knowledge, it is not in good repair and material default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and, to Seller’s knowledge, no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Real Property (other than the Branch Leases and the Tenant Leases), and the Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, that would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) Seller has valid title to its Personal Property, free and clear of all Encumbrances (other than Permitted Encumbrances), and has the right to sell, convey, transfer, assign and deliver to Purchaser all of the Personal Property. The Personal Property is in working order in all material respects (subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect).

Property. All of the Borrower’s, the other ObligorsLoan Parties’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to (i) deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.18, (ii) Projects currently under development and (yiii) where defects relating to properties other than the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Subject Property which would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has Loan Parties further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of (a) the approximate date of the Borrower’s, the ObligorsLoan Parties’ or the applicable Subsidiary’s such Subsidiaries’ purchase thereof or (b) the approximate date upon which such property was last security for Indebtedness of such PersonsLoan Party or such Subsidiary if such financing was not closed on or about the date of the acquisition of such property to the extent such an investigation was required by the applicable lender, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer consultant in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation as to the Subject Property has been disclosed in writing to the Administrative Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any Loan Party or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofSubject Property, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which individually or in the aggregate have had or could reasonably be expected to have would constitute a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any would constitute a Material Adverse Effect.

Property. a) Seller does not own and did not at any time since its organization own, any real property. Seller does not lease any real property except for the Office Lease. Seller has legal and valid occupancy permits, and all other required Permits necessary and for the operation of its business in the manner operated by Seller. All rental and other payments due under the Lease have been duly made (or, if not made, will on the Closing Date be made), all acts required to be performed by Seller have been duly performed, and Seller enjoys the unrestricted quiet possession of the Premises. No improvement, fixture or equipment in the Premises or properties, leased, used or occupied by Seller nor the leasehold or occupation with respect thereto, is in violation of any Environmental, Health and Safety Requirements or any zoning, building or other similar Laws, and all such premises and properties are zoned for the operation of the Business. b) Neither Seller nor, to Seller’s or either Stockholder’s Best Knowledge, the landlord of the Premises is in default of its obligations pursuant to the Office Lease, and there has occurred no event which, with the passage of time or the giving of notice, would result in a default by Seller under the Office Lease. c) Seller owns outright and has good and marketable title to all the Assets free and clear of all Claims, and Seller’s leasehold interest under the Office Lease is not subject to any Claims. Seller has good and marketable title to all machinery, equipment, items of personal property and other tangible and intangible assets used by it and to be transferred to Purchaser pursuant to this Agreement, free and clear of any Claims of any nature whatsoever. All of the Borrower’sAssets are owned by Seller, except to the extent any such Assets are leased assets. All such leased Assets are leased by Seller pursuant to valid lease agreements which are listed in the Disclosure Letter, and neither Seller nor, to the Best Knowledge of Seller or either Stockholder, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition lessor of such property as permitted leases is in this Sectiondefault under any of such leases. No event has occurred which, with the passage of time or the giving of notice by a third party would result in a default by Seller under any such lease. The Disclosure Letter shall set forth the term of each such lease, the rental payments, additional rentals and (yimpositions due, renewal or purchase options and other pertinent data. d) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor The Office Lease and all other leases, Contracts and licenses to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sassumed by Purchaser under this Agreement were made at arms’ length with non-affiliated persons, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except except as set forth in Schedule 6.1(eethe Disclosure Letter. e) hereto, there are no pending eminent domain proceedings against any property of Except for the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, Landlord’s consent pursuant to the knowledge Office Lease, all of Seller’s rights under leases of all of its real and personal property and its Contracts may be transferred to Purchaser without the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result consent of any firethird party. f) Deleted. g) Seller and each of its predecessors and Affiliates has complied and is in compliance with all Environmental, explosionHealth and Safety Requirements. Neither Seller nor any of its predecessors and Affiliates has treated, accidentstored, flood disposed of, arranged for or other casualty permitted the disposal of, transported, handled, or released, or dealt in any manner with any Hazardous Materials, and never owned or leased any real property on which individually any of such activities were conducted. Neither the Company nor any of its predecessors or in Affiliates has, either expressly or by operation of Law, assumed or undertaken any Liability, including, without limitation, any obligation with respect to corrective or remedial action, on its own behalf or on behalf of any other Person, relating to Environmental, Health and Safety Requirements. No facts, events or conditions relating to the aggregate has had past or could reasonably be expected present facilities, properties or operations of Seller or any of its predecessors and Affiliates will prevent, hinder or limit continued compliance with Environmental, Health and Safety Requirements, give rise to have any Material Adverse Effectinvestigatory, remedial or corrective obligations pursuant to Environmental, Health and Safety Requirements or give rise to other Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), pursuant to Environmental, Health and Safety Requirements.

Property. All of the Borrower’s's, the other Obligors’ Guarantors' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s's, the Obligors’ Guarantors' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower, the Guarantors or such PersonsSubsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Guarantors or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower or the Guarantors. None of the property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower or the Guarantors.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (xa) with respect to deferred maintenance existing Except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could and would not reasonably be reasonably expected to have have, individually or in the aggregate, a Parent Material Adverse Effect on either the Borrower Effect, Parent or the REIT Guarantor. The Borrower a Subsidiary of Parent owns and has completed or caused good and valid title to be completed an appropriate investigation all of the environmental condition its owned real property and good and valid title to all its owned personal property, and has good and valid leasehold interests in all of each Property as its leased real properties (other than hydrocarbon interests) free and clear of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportall Liens other than Permitted Liens, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreementcase, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory an extent sufficient to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or conduct their respective Subsidiaries which are delinquentbusinesses as currently conducted. Except as set forth has not had and would not reasonably be expected to have, individually or in Schedule 6.1(ee) heretothe aggregate, there are no pending eminent domain proceedings against any property of the Borrowera Parent Material Adverse Effect, the other Obligors or their respective Subsidiaries all leases under which Parent or any part thereof, of its Subsidiaries lease any real or personal property are valid and effective against Parent or any of its Subsidiaries and, to the knowledge of Parent, the Borrowercounterparties thereto, no in accordance with their respective terms and there is not, under any of such proceedings are presently threatened leases, any existing material default by Parent or contemplated by any taking authority of its Subsidiaries or, to the knowledge of Parent, the counterparties thereto, or any event which, in all with notice or lapse of time or both, would become a material default by Parent or any of its Subsidiaries or, to the knowledge of Parent, the counterparties thereto. (b) The Parent and its Subsidiaries have such eventsrights-of-way as are sufficient to conduct their businesses as currently conducted, except such rights-of-way that, if not obtained (or which, if obtained, if the same were to expire or be revoked or terminated), would not, individually or in the aggregate aggregate, have a Parent Material Adverse Effect. Except as has not had or could and would not reasonably be expected to have a Material Adverse Effect. None of the property of the Borrowerhave, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any aggregate, a Parent Material Adverse Effect, each of Parent and its Subsidiaries has fulfilled and performed all its obligations with respect to such rights-of-way which are required to be fulfilled or performed as of the date of this Agreement (subject to all applicable waivers, modifications, grace periods and extensions) and, to the knowledge of Parent, no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for rights reserved to, or vested in, any municipality or other Governmental Authority or any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right.

Property. All The Filed Company SEC Documents identify all material real property that is owned (the “Owned Real Property”) and leased (the “Leased Real Property”) by the Company and the Company Subsidiaries. Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company and the Company Subsidiaries own and have good, valid and marketable fee title to all of their Owned Real Property, free and clear of all Liens (except in all cases for Permitted Liens) and there are no existing, pending, or to the knowledge of the BorrowerCompany, threatened condemnation, eminent domain or similar proceedings affecting any of the Owned Real Property. Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company and the Company Subsidiaries (a) have a good and valid leasehold interest in each lease pursuant to which the Company or a Company Subsidiary leases or subleases the Leased Real Property (the “Leases”), free and clear of all Liens, except (i) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (ii) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business for amounts not yet past due, (iii) zoning, building and other Obligors’ similar codes and their respective Subsidiaries’ properties regulations which are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as not violated by the current use or occupancy of the date of acquisition of such real property as permitted in this Sectionsubject thereto, and (yiv) where the failure of the properties of any Subsidiary of the Borrower (A) matters which would be disclosed by an accurate survey, and (B) non-monetary Liens, defects or any Subsidiary of an Obligor to be irregularities in good repair title, easements, rights-of-way, covenants, restrictions and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportother similar matters that, in each case prepared by a recognized environmental engineer case, do not and would not reasonably be expected to, individually or in accordance with customary standards which discloses that such property is not in violation the aggregate, materially impair the continued use and operation of the representations assets to which they relate in the business of the Company and covenants set forth the Company Subsidiaries as presently conducted (collectively, “Permitted Liens”), (b) have complied with the terms of all Leases to which they are parties (other than Leases that expired and were not renewed in this Agreement, unless such violation has been disclosed in writing the ordinary course of business) or were executed after the date thereof that are material to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property business of the BorrowerCompany and the Company Subsidiaries, the other Obligors or their respective Subsidiaries which taken as a whole, and all such Leases are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property valid and binding obligations of the Borrower, Company or the other Obligors or their respective Subsidiaries or any part thereof, Company Subsidiary party thereto and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the BorrowerCompany, the other Obligors or their respective Subsidiaries is now damaged or injured as a result party thereto, in full force and effect, subject to proper authorization and execution of each such Lease by the other party thereto and the application of any fire, explosion, accident, flood bankruptcy or other casualty creditor’s rights laws, and (c) are not in breach or default under any manner which individually such Leases and, to knowledge of the Company, (i) no other party is in default or in breach under any such Leases and (ii) no event has occurred or circumstance exists that, with the aggregate has had delivery of notice, the passage of time or could reasonably be expected to have both, would constitute such a breach or default under any Material Adverse Effectsuch Leases.

Property. All (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 4.16(b) of the Borrower’sCompany Disclosure Letter sets forth a true, correct and complete list of all leases, subleases and other agreements under which the other Obligors’ Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”). The Company has heretofore made available to Parent true, correct and their respective Subsidiaries’ properties are in good repair complete copies of all Real Property Leases (including all modifications, amendments, supplements, waivers and condition, subject to ordinary wear side letters thereto). Each Real Property Lease is valid and tear, other than (x) with respect to deferred maintenance existing as of binding on the date of acquisition of such property as permitted in this Section, and (y) where Company or the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses Company that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, party thereto and, to the knowledge Knowledge of the BorrowerCompany, no such proceedings each other party thereto, is in full force and effect, and all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are presently threatened or contemplated by any taking authority which, current in all such eventsmaterial respects. No termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the Knowledge of the Company, the landlord thereunder 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 subject to a Real Property Lease (the “Leased Real Property”) free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any Leased Real Property. (c) Except as would not, individually or in the aggregate have had or could aggregate, reasonably be expected to have a Company Material Adverse Effect. None , all of the property buildings and structures on the Leased Real Property are in good condition of the Borrowermaintenance and repair, the other Obligors ordinary wear and tear excepted, and are adequate, sufficient and suitable for their present uses and purposes. (d) The Company and each of its Subsidiaries have good and valid title to, or their respective Subsidiaries is now damaged or injured as a result of any firevalid and enforceable leasehold interest in, explosion, accident, flood or other casualty in any manner which right to use, all personal property owned, used or held for use by them, except as would not, individually or in the aggregate has had or could aggregate, reasonably be expected to have any a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, all personal property owned, used or held for use by the Company its Subsidiaries as of the date of this Agreement is in good operating condition and in good condition of maintenance and repair, ordinary wear and tear excepted.

Property. All (a) Section 3.15(a) of the Borrower’sXxxxx Disclosure Letter identifies, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, hereof: (i) all material real properties (by name and (ylocation) where the failure of the properties of any Subsidiary of the Borrower owned by Xxxxx or any Xxxxx Subsidiary of (the “Xxxxx Owned Property”); (ii) all material leases, subleases and occupancy agreements for real properties and interests in real properties leased, subleased, occupied or operated by Xxxxx or any Xxxxx Subsidiary as lessee, sublessee or occupant (such properties, the “Xxxxx Leased Property” and such leases, subleases and occupancy agreements, the “Xxxxx Lessee Agreements”). The Xxxxx Owned Property and the Xxxxx Leased Property are referred to herein collectively as the “Xxxxx Real Property”; and (iii) all material leases, subleases and occupancy agreements for Xxxxx Real Property to which Xxxxx or any Xxxxx Subsidiary is a party as lessor, sublessor or other party granting an Obligor occupancy right (the “Xxxxx Lessor Agreements”). Each Xxxxx Lessee Agreement and Xxxxx Lessor Agreement (including all amendments and supplements thereto) as in effect on the date hereof has heretofore been made available to Mercury. (b) Except as would not, individually or in the aggregate, reasonably be in good repair and condition has not had or could not be reasonably expected likely to have a Material Adverse Effect on either the Borrower Xxxxx, (i) (x) Xxxxx or the REIT Guarantor. The Borrower has completed Xxxxx Subsidiaries have good and valid title to the Xxxxx Owned Property, and a valid leasehold interest in, subleasehold interest in, or caused other occupancy right with respect to, the Xxxxx Leased Property, sufficient to be completed an appropriate investigation allow each of Xxxxx and the Xxxxx Subsidiaries to conduct their business as currently conducted, and (y) there are no existing, pending, or to the Knowledge of Xxxxx, threatened condemnation, eminent domain or similar proceedings affecting any of the environmental condition of Xxxxx Real Property, and (ii) with respect to each Property as of the later Xxxxx Lessee Agreements and Xxxxx Lessor Agreements, (x) such Xxxxx Lessee Agreement or Xxxxx Lessor Agreement is valid and binding on Xxxxx or the Xxxxx Subsidiaries, as applicable, (y) none of Xxxxx or any of the date Xxxxx Subsidiaries or, to the Knowledge of the Borrower’sXxxxx, any other party to such Xxxxx Lessee Agreement or Xxxxx Lessor Agreement, is in breach or violation of, or in default under, such Xxxxx Lessee Agreement or Xxxxx Lessor Agreement and (z) to the Obligors’ Knowledge of Xxxxx, no event has occurred which would result in such a breach or violation of, or a default under, such Xxxxx Lessee Agreement or Xxxxx Lessor Agreement. (c) Each of Xxxxx and the applicable Subsidiary’s purchase thereof Xxxxx Subsidiaries, in respect of all of its material properties, assets and other rights that do not constitute the Xxxxx Real Property (other than Intellectual Property), (i) has good and valid title to all properties reflected in its books and records as owned by it free and clear of all Liens (other than Permitted Liens) and (ii) owns, has valid leasehold interests in or the date upon which such property was last security for Indebtedness valid contractual rights to use, in all material respects, all of such Personsproperties, including preparation of a “Phase I” report andassets and other rights, if appropriate, a “Phase II” reporttangible and intangible (other than Intellectual Property) used by its business, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreementcase, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectexcept for Permitted Liens.

Property. All (i) Neither MediVision nor any of its Subsidiaries owns any real property. MediVision and each of its Subsidiaries has good and marketable title to, or, in the case of securities and investments, a “security entitlement” (as defined in the Uniform Commercial Code) in, or in the case of leased property, a valid leasehold interest in, all material property (whether real or personal, tangible or intangible, and including securities and investments) and assets purported to be owned or leased by it or any of its Subsidiaries, and no such material property and assets are subject to any Liens except mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course of business consistent with past practice or Tax Liens for current Taxes not yet due and payable and for which adequate reserves have been established in the consolidated balance sheets referenced in Section 5.01(e)(v). (ii) Section 5.01(r)(ii) of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ MediVision Disclosure Letter sets forth a list of all real properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower leased or otherwise used by MediVision or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either (the Borrower or the REIT Guarantor“MediVision Leased Property”). The Borrower has completed or caused to be completed an appropriate investigation Section 5.01(r)(ii) of the environmental condition of each Property as MediVision Disclosure Letter contains a description of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsMediVision Leased Property, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations their size and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentlocation. Except as set forth in Schedule 6.1(eeSection 5.01(r)(ii) heretoof the MediVision Disclosure Letter, there is no outstanding Tax, levy or charge of any kind whatsoever in respect of the MediVision Leased Property or in connection with MediVision’s or any of its Subsidiaries’ use or right in such properties (except municipal taxes due from time to time), and neither MediVision nor any of its Subsidiaries is under any obligation to pay such Taxes, levies or charges to any third party, including any Governmental Entity or the Israeli Land Administration. Except as set forth in Section 5.01(r)(ii) of the MediVision Disclosure Letter, MediVision and each of its Subsidiaries has obtained all required approvals, authorizations and permits from any Governmental Entity in connection with all real property held by it or to which it is entitled or in which it has rights (including building permits), and all of such approvals, authorizations and permits are in full force and effect, except where the lack thereof does not constitute a MediVision Material Adverse Effect. To MediVision’s knowledge, there are no pending eminent domain outstanding claims or proceedings against commenced by any property third party (including any Governmental Entity) in connection with MediVision’s or any of its Subsidiaries’ possession or use of the Borrower, MediVision Leased Property. (iii) The lease agreements entered into by MediVision and its Subsidiaries in connection with the other Obligors or their respective Subsidiaries or any part thereofMediVision Leased Property are in full force and effect and enforceable, and, to the knowledge of MediVision, there are no existing material defaults of MediVision and its Subsidiaries or any other party to the Borrowerleases thereunder, and neither MediVision nor its Subsidiaries has received or given notice of default or claimed default with respect to such leases, nor is there, to the knowledge of MediVision, any event that with notice or lapse of time, or both, would constitute a material default thereunder. Other than the lease agreements referred to above, MediVision and its Subsidiaries have no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result interests of any fire, explosion, accident, flood or other casualty type in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectreal property.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ properties ' Real Estate are in good repair condition and condition, working order subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted which is being corrected or repaired in this Section, and (y) where the failure ordinary course of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorbusiness. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property owned or leased by the Borrower or its Subsidiaries as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such PersonsSubsidiary, including preparation or updating of a “"Phase I” " report and, if appropriaterecommended by the "Phase I" report, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries which are delinquentpayable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable or are being protested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All (i) Norbord or one of its subsidiaries is the registered and/or beneficial owner of its real property (collectively, the “Norbord Owned Real Property”) free and clear of all Liens, except Permitted Encumbrances. (ii) In respect of the Borrower’sNorbord Owned Real Property: (A) Norbord has received no notice, and has no knowledge, of any intention of any Governmental Entity to expropriate all or any material part of the Norbord Owned Real Property; (B) there are no leases in respect of the Norbord Owned Real Property or any part thereof other than Permitted Encumbrances; (C) no Person has any right of first refusal, option, or other right to acquire the Norbord Owned Real Property or any part thereof other than Permitted Encumbrances; (D) to the knowledge of Norbord, Norbord is not in default under any of its material obligations arising out of any Permitted Encumbrances beyond any applicable cure periods; and (E) all necessary material permits and approvals have been obtained from the appropriate Governmental Entity in respect of Norbord’s present use of and operations on the Norbord Owned Real Property. (iii) Norbord or one of its subsidiaries, as applicable, holds good and valid leasehold interests in each property currently leased or subleased by Norbord or one of its subsidiaries from a third party (collectively, the other Obligors’ “Norbord Leased Properties”), free and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, clear of all Liens other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower Permitted Encumbrances or any Subsidiary of an Obligor to be in good repair and condition has those Liens which taken together would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has completed or caused to be completed an appropriate investigation Each of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing documents relating to the Agent Norbord Leased Properties (the “Norbord Lease Documents”) is valid, binding and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or in full force and effect as against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, Norbord and, to the knowledge of Norbord, as against the Borrowerother party thereto, no except as such proceedings are presently threatened enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or contemplated by at law). To the knowledge of Norbord, neither Norbord nor any taking authority whichof the other parties to the Norbord Lease Documents, is in all such eventsbreach or violation or default (in each case, with or without notice or lapse of time or both) under any of the Norbord Lease Documents which breach, violation or default has not been cured and would, individually or in the aggregate have had or could reasonably be expected to aggregate, have a Material Adverse Effect. None , and Norbord has not received or given any notice of the property of the Borrowerdefault under any such agreement which remains uncured which would, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to aggregate, have any a Material Adverse Effect. (iv) Norbord has good and valid title to, or a valid and enforceable leasehold interest in, all of its other material assets and property not listed above in paragraph (z). Norbord’s ownership of or leasehold interest in any such property is not subject to any Liens, except for Permitted Encumbrances or Liens disclosed in either the Norbord Financial Statements or the Norbord Public Disclosure Record, or to any agreement to sell or otherwise dispose, back-in rights, earn-in rights, purchase options, rights to first refusal or similar provisions or rights which would affect Norbord’s interest in any of the foregoing material properties and assets.

Property. All MBNA or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such MBNA SEC Reports as being owned by MBNA or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such MBNA SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to MBNA’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of MBNA, threatened condemnation proceedings against the BorrowerReal Property. MBNA and its Subsidiaries are in compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All Neither the Company nor any of the Borrower’s, Company Subsidiaries own or have owned any real property. The Company and the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than Company Subsidiaries (xa) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, good and valid leasehold interest in each case prepared by a recognized environmental engineer lease, free and clear of all Liens, except (i) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty (in each case, for which adequate reserves have been provided in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this AgreementGAAP), unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate (ii) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other taxes like Liens arising or assessments on incurred in the ordinary course of business, (iii) zoning, building and other similar codes and regulations and (iv) Liens (other than Liens securing indebtedness for borrowed money), defects or against any property irregularities in title, easements, rights-of-way, covenants, restrictions, conditions, non-exclusive licenses granted in the ordinary course of the Borrower, the business and other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventssimilar matters that would not reasonably be expected to, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None aggregate, materially impair the continued use and operation of the property assets to which they relate in the business of the BorrowerCompany and the Company Subsidiaries as presently conducted (collectively, “Permitted Liens”), (b) have complied with the terms of all leases to which they are parties and under which they are in occupancy that are reflected in the Company Balance Sheet (other than leases that expired and were not renewed in the ordinary course of business) or were executed after the date thereof that are material to the business of the Company and the Company Subsidiaries, taken as a whole, and all such leases are in full force and effect, subject to proper authorization and execution of each such lease by the other party thereto and the application of any bankruptcy or other creditor’s rights laws, and (c) are not in breach or default under any such leases, and to knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the other Obligors passage of time or their respective Subsidiaries is now damaged both, would constitute such a breach or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectdefault.

Property. All The Company or a Company Subsidiary (a) has good and marketable title to all the real properties reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties ”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances ”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties ” and, collectively with the Company Owned Properties, the other Obligors’ “Company Real Property” ), free and their respective clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor (and no condition exists which, with notice or lapse of time or both, would constitute a breach or default thereunder by the Company or any of its Subsidiaries’ properties , except for such breaches and defaults which, individually or in the aggregate, would not result in the forfeiture of the use or occupancy of the property covered by such lease). The Company Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Company Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, no such threatened condemnation proceedings against the Company Real Property. The Company and its Subsidiaries are presently threatened or contemplated by any taking authority whichin compliance with all applicable health and safety related requirements for the Company Real Property, in all such events, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on 50 A/75663178.5 either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All 11.1 The Company and each of the Borrower’sSubsidiaries have a good and marketable title to and are the legal and beneficial owners of their properties. 11.2 The properties owned by the Company and Subsidiaries are free from all leases, tenancies, options, licences, mortgages, charges, liens and Encumbrances and any agreement to create any of them. 11.3 The Warrantors are not aware of any structural problems in any of the other Obligors’ properties and no deleterious substances not approved have been used in the construction of the properties. 11.4 All covenants, obligations (including statutory obligations), restrictions and conditions affecting any of the properties or the Company or any of the Subsidiaries as owner or lessee of them have been observed and performed and all outgoings (including rates) have been duly paid and all the properties are insured to their respective Subsidiaries’ full reinstatement value. 11.5 There are no covenants, obligations, restrictions, conditions, easements, Encumbrances or statutory consents or authorisations which are of an unusual or onerous nature or which would affect the continued use of any of the properties for the purposes of the business of the Company , any of the Subsidiaries or the value of the properties. 11.6 There are no compulsory purchase orders or resolutions affecting any of the properties or any proposal for such an order or resolution of which the Warrantors are aware. 11.7 All deeds and documents necessary to prove title to each of the properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as the possession of the date Company and each of acquisition of such property as permitted in this Section, the Subsidiaries and (y) where the failure have been or will be duly stamped. Where title to any of the properties requires registration at relevant authorities, it has been so registered with title absolute. 11.8 There is no actual or contingent liability on the part of the Company or any of Subsidiaries in relation to any real property other than the properties including any actual or contingent liability as previous lessee, underlessee, guarantor, surety or covenantor in relation to any lease or underlease. 11.9 Neither the Company nor any of the Subsidiaries has received an indication of any Subsidiary actual, pending or threatened actions by regulatory authorities or third parties in respect of any alleged non-compliance with or liability under environmental law. The Company and each of the Borrower or any Subsidiary of an Obligor to be in good repair Subsidiaries comply with applicable laws and condition regulations on air pollution, water pollution, soil pollution, industrial waste, specially controlled industrial waste, dioxins, noise, vibrations, ground subsidence, offensive odors, asbestos, and other environmental matters, and has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sbeen pursued with criminal, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which administrative, and civil liability for such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations violations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no facts that could cause such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectviolations.

Property. All Mercantile Bankshares or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such Mercantile Bankshares SEC Reports as being owned by Mercantile Bankshares or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the "OWNED PROPERTIES"), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’s, properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as use of the date of acquisition of properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such property as permitted in this Sectionproperties (collectively, "PERMITTED ENCUMBRANCES"), and (yb) where is the failure lessee of all leasehold estates reflected in the latest audited financial statements included in such Mercantile Bankshares SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the "LEASED PROPERTIES" and, collectively with the Owned Properties, the "REAL PROPERTY"), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor purported to be in good repair leased thereunder, and condition has not had or could not be reasonably expected each such lease is valid without default thereunder by the lessee or, to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sMercantile Bankshares's knowledge, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takenlessor. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Mercantile Bankshares, threatened condemnation proceedings against the BorrowerReal Property. Mercantile Bankshares and its Subsidiaries are in compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All (i) Each ELT Mining Permit is in good standing under applicable Laws. The interests of ELT and each ELT Subsidiary in the ELT Mining Permits, as applicable, are held free and clear of all Liens. (ii) ELT and each ELT Subsidiary, as applicable, are lawfully authorized to hold their interest in the applicable ELT Mining Permits. (iii) Except as incurred in the ordinary course and applying customary standards in the mining industry: (A) each ELT Mining Permit has been properly located and recorded in compliance with applicable Laws and comprises a valid and subsisting Mining Permit in each case; (B) any and all assessment work required to be performed and filed under the ELT Mining Permits to the date of this Agreement has been performed and filed; (C) any and all Taxes and other payments required to be paid on or prior to the date of this Agreement in respect of any and each of the Borrower’sELT Mining Permits and all rental payments required to be paid on or prior to the date of this Agreement in respect of any and each of the ELT Mining Permits have been paid; (D) ELT or an ELT Subsidiary, as applicable, has the exclusive right to deal with the ELT Mining Permits which it holds or in which it holds a right or option; (E) except as disclosed in the ELT Public Record, no Person other Obligors’ than ELT or the applicable ELT Subsidiary has any material interest in any ELT Mining Permit or any right to acquire any such interest; (F) there are no back-in rights, earn-in rights, rights of first refusal, royalty rights or similar provisions which would materially affect the interests of ELT or any ELT Subsidiary in any ELT Mining Permit; and (G) neither ELT nor any ELT Subsidiary has received any notice, whether written or oral from any Governmental Entity or any other Person with jurisdiction or applicable authority of any revocation or intention to revoke, suspend, amend, replace or otherwise alter any of the rights, interests or entitlements, or obligations or liabilities, of ELT or any ELT Subsidiary in or under any ELT Mining Permit. (iv) ELT has provided TIN with access to full and their respective Subsidiaries’ properties are complete copies of all exploration information and data in good repair relation to ELT and conditionthe ELT Subsidiaries within the possession or control of ELT or any ELT Subsidiary, including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the ELT Mining Permits and ELT or a ELT Subsidiary has the sole right, title, ownership and right to use all such information, data reports and studies, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as the rights of any of the date of acquisition of such property as permitted in this Section, and (y) where the failure authors thereof or of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing counterparties to the Agent agreements governing the ELT Mining Permits. (v) All work and remediation actions satisfactory activities carried out on, or pursuant to Agent are being taken. There are no unpaid the provisions of, any ELT Mining Permit by ELT or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, anda ELT Subsidiary or, to the knowledge of the BorrowerELT, no such proceedings are presently threatened or contemplated by any taking authority whichother Person appointed by ELT or a ELT Subsidiary, have been carried out, in all material respects, in compliance with all applicable Laws, and neither ELT nor any ELT Subsidiary, nor, to the knowledge of ELT, any other Person, has received any notice of any material breach of any such events, individually or applicable Laws. (vi) ELT has made available to TIN all material information in the aggregate have had possession or could reasonably be expected under the control of ELT or any ELT Subsidiary relating to have a Material Adverse Effect. None of the property of ELT Mining Permits. (vii) There is no material adverse claim against or challenge to the Borrower, the other Obligors title or their respective Subsidiaries is now damaged or injured as a result ownership of any fireELT Mining Permit, explosionwhich if determined adversely to ELT or the applicable ELT Subsidiary, accidentwould materially and adversely affect the ability of ELT or such ELT Subsidiary to make use of, flood transfer or other casualty in any manner which individually or in otherwise exploit the aggregate has had or could reasonably be expected to have any Material Adverse EffectMining Permits.

Property. All (a) Seller has, and will convey to Purchaser at the Closing, good and marketable title to the Owned Real Property, free and clear of all Encumbrances. (b) Seller has not received any written notice of any material uncured current violations, citations, summonses, subpoenas, compliance orders, directives, suits, other legal processes, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property, and, except as would not reasonably be expected, individually or in the aggregate, to materially affect Purchaser’s use and enjoyment of the Borrower’sOwned Real Property, there is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, threatened before any governmental authority that relates to Seller or the other Obligors’ and their respective Subsidiaries’ properties are in good repair and Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) Seller has received no written notice of any material default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and, to Seller’s knowledge, no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Real Property (other than the Branch Leases or Facility Leases), and the Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or, to Seller’s knowledge, threatened, that would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Real Property or that would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) Seller has valid title to its Personal Property, free and clear of all Encumbrances, and has the right to sell, convey, transfer, assign and deliver to Purchaser all of the Personal Property. The Personal Property is in reasonable working order in all material respects (subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect).

Property. All (a) Neither the Company nor any of its Subsidiaries owns any real property. Section 4.15(a) of the Borrower’sCompany Disclosure Letter sets forth a list of all real property and interests in real property leased by the Company and the Subsidiaries (individually, a "REAL PROPERTY LEASE" and collectively, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition"REAL PROPERTY LEASES") as lessee or lessor, subject to ordinary wear and tear, other than including a description of each such Real Property Lease (x) with respect to deferred maintenance existing as including the name of the date of acquisition of such property as permitted in this Section, third party lessor or lessee and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ lease or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations sublease and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentall amendments thereto). Except as set forth in Schedule 6.1(eeSection 4.15(a) hereto, there are no pending eminent domain proceedings against any property of the BorrowerCompany Disclosure Letter, the Real Property Leases constitute all interests in real property currently used, occupied or currently held for use in connection with the business of the Company and the Subsidiaries and which are necessary for the continued operation of the business of the Company and the Subsidiaries as the business is currently conducted. Each of the Company and the Subsidiaries, as applicable, has a valid, binding and enforceable leasehold interest under each of the Real Property Leases under which it is a lessee, free and clear of all Liens other Obligors than Permitted Exceptions. Each of the Real Property Leases is in full force and effect. Except as would not have a Company Material Adverse Effect or their respective as disclosed in Section 4.15(a) of the Company Disclosure Letter, (i) each Real Property Lease, assuming such Real Property Lease has been duly authorized, executed and delivered by the other parties thereto, constitutes the legal, valid and binding obligation of the Company or the applicable Subsidiary of the Company, enforceable against the Company or the applicable Subsidiary of the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors' rights and to general equity principles and (ii) neither the Company nor any of the Subsidiaries has received written notice of any uncured or unwaived material default by the Company or any part thereof, and, to the knowledge of the BorrowerSubsidiaries. The Company has delivered to Purchaser true, no correct and complete copies of the Real Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and the Subsidiaries have good title to all of the material items of tangible personal property used in the business of the Company and the Subsidiaries, free and clear of any and all Liens, except (i) as set forth in Section 4.15(b) of the Company Disclosure Letter and (ii) Permitted Liens; provided, however, that nothing in this Section 4.15 is intended to address any intellectual property matters, which are the subject of Section 4.16. All such proceedings are presently threatened or contemplated by any taking authority items of tangible personal property which, in all such events, individually or in the aggregate have had or could reasonably be expected aggregate, are material to have a Material Adverse Effect. None the operation of the property business of the Borrower, Company and the other Obligors or their respective Subsidiaries is now damaged or injured as are in good condition and in a result state of any fire, explosion, accident, flood or other casualty in any manner which individually or in good maintenance and repair (ordinary wear and tear excepted) and are suitable for the aggregate has had or could reasonably be expected to have any Material Adverse Effectpurposes used.

Property. All (i) The Concessions are the only mining concessions, claims, leases, licenses, permits or other rights to explore for, exploit, develop, mine or produce minerals that are required to develop the Silverstone Exploration Properties. (ii) Each Concession is in good standing and each Concession and all of the Borrower’sLands are held by Silverstone or its subsidiaries free and clear of all Liens. The Disclosure Letter sets out an up to date, true and accurate list in all material respects of (i) the other Obligors’ interests of Silverstone and their respective Subsidiaries’ properties are its subsidiaries in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as each of the date of acquisition of such property as permitted in this Section, Concessions and Lands; and (yii) the agreement or document pursuant to which such Concessions and Lands were acquired by Silverstone or its subsidiaries identified in the Disclosure Letter is lawfully authorized to hold the interests in the Concessions and the Lands set out therein. (iii) Applying customary standards in the mining industry in Mexico except where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be such would not result in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower Silverstone: (A) each Concession has completed or caused to be completed an appropriate investigation been properly located and recorded in compliance with applicable Laws and are comprised of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, valid and subsisting mineral claims in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not all material respects; (B) any and all assessment work required to be performed and filed under the Concessions has been performed and filed; (C) any and all Taxes and other payments required to be paid in violation respect of the representations Concessions and covenants set forth the Lands have been paid; (D) any and all filings required to be filed in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property respect of the Borrower, Concessions and the Lands have been filed; (E) Silverstone or its subsidiaries have the exclusive right to deal with the Concessions and the Lands; (F) no other Obligors person has any material interest in the Concessions or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(eethe Lands or any right to acquire any such interest; (G) hereto, there are no pending eminent domain proceedings against back-in rights, earn-in rights, rights of first refusal, royalty rights or similar provisions which would materially affect Silverstone’s or its subsidiaries’ interests in the Concessions or the Lands; and (H) neither Silverstone nor its subsidiaries have received any property notice, whether written or oral from any Governmental Entity or any person with jurisdiction or applicable authority of any revocation or intention to revoke Silverstone’s or its subsidiaries’ interests in the BorrowerConcessions. (iv) Silverstone has provided Silver Wheaton with access to full and complete copies of all exploration information and data within the possession or control of Silverstone and its subsidiaries, including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Concessions, the other Obligors Lands or their respective Subsidiaries the Silverstone Exploration Properties and Silverstone has the sole right, title, ownership and right to use all such information, data reports and studies. (v) All work and activities carried out on the Concessions and the Lands by Silverstone or any part thereof, andits subsidiaries or, to the knowledge of the BorrowerSilverstone and its subsidiaries, no such proceedings are presently threatened or contemplated by any taking authority which, other person appointed by Silverstone or its subsidiaries have been carried out in all material respects in compliance with all applicable Laws, and neither Silverstone nor its subsidiaries, nor, to the knowledge of Silverstone and its subsidiaries, any other person, has received any notice of any material breach of any such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None applicable Laws. (vi) Each of the property Silverstone Exploration Properties is wholly owned by Silverstone through a subsidiary and such subsidiary has not derived or realized any income from the Purchase Agreements. (vii) Silverstone and its subsidiaries have made full disclosure to Silver Wheaton of all material facts of which each of Silverstone and its subsidiaries has knowledge relating to the BorrowerConcessions, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in Lands and the aggregate has had or could reasonably be expected to have any Material Adverse EffectSilverstone Exploration Properties.

Property. All (a) Schedule 4.7(a) of the Borrower’sCompany Disclosure Schedules sets forth a list of all real property owned by the Company or its Subsidiaries (the “Owned Premises”). Except as set forth on Schedule 4.7(a) of the Company Disclosure Schedules there are no written or oral subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the right of use or occupancy of the Owned Premises and there is no Person (other Obligors’ and their respective than the Company or any of its Subsidiaries) in possession of the Owned Premises. (b) Schedule 4.7(b) of the Company Disclosure Schedules sets forth a list of all leases, or similar agreements relating to the Company’s or its Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as use or occupancy of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared real estate owned by a recognized environmental engineer in accordance with customary standards third party (“Leases”), true and correct copies of which discloses that such property is not in violation of have previously been furnished to Parent (the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. “Leased Premises”). (c) Except as set forth in Schedule 6.1(ee4.7(c) hereto, there are no pending eminent domain proceedings against any property of the BorrowerCompany Disclosure Schedules, the other Obligors each current use of any Owned Premise is in compliance with all applicable laws, including applicable zoning restrictions and ordinances, variances thereto or their respective Subsidiaries or any part thereof, and, to the knowledge conditional use permits of the Borrowerjurisdictions in which the Owned Property in question is located, no health and fire codes and ordinances, and subdivision regulations except for any such proceedings are presently threatened or contemplated by any taking authority whichnon-compliance as has not had, in all such events, individually or in the aggregate have had or could and would not reasonably be expected to have, a Company Material Adverse Effect. (d) Except as set forth in Schedule 4.7(d) of the Company Disclosure Schedules, the buildings and other improvements on or at the Owned Premises do not encroach on any easements or on any land not included within the boundary lines of such Owned Premises, except for such of the foregoing as would not reasonably be expected to (a) interfere with the current use of the Owned Premises or (b) have a Company Material Adverse Effect. None The current use of the property Owned Premises does not violate or conflict with any covenants, conditions or restrictions applicable thereto, except for such of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured foregoing as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could would not reasonably be expected to (a) interfere with the current use of the Owned Premises or (b) have any a Company Material Adverse Effect. (e) Neither the Company nor any of its Subsidiaries has received any notice of any pending or threatened eminent domain, condemnation or similar proceeding affecting any of the Owned Premises, or any decree or order relating thereto. (f) The Company and each of its Subsidiaries has good and valid title to, or in the case of Property held by lease or any other contract, commitment, agreement, understanding or arrangement, a valid and enforceable right to use, all of their Properties free and clear of all mortgages, liens, security interests, pledges, charges, claims, restrictions or encumbrances of any kind or character (“Liens”), except (i) as set forth on Schedule 4.7(f) of the Company Disclosure Schedules, (ii) statutory liens for current taxes not yet due and payable, (iii) statutory liens for amounts not yet delinquent or which are being contested in good faith; (iv) such liens and title imperfections that have not had, and are not reasonably expected to have, a Company Material Adverse Effect; (v) statutory liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords, and other like persons for labor, materials, supplies, or rentals, if any, to the extent that payment thereof is not in arrears or otherwise due; (vi) liens resulting from deposits made in connection with workers’ compensation, unemployment insurance, social security and like laws; and (vii) liens of banks and financial institutions with respect to funds on deposit therewith or other property in possession thereof. The Properties owned, leased or licensed by the Company and its Subsidiaries constitute all of the material Properties used in or necessary to conduct the business of the Company and its Subsidiaries as it is presently conducted.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (xa) with respect to deferred maintenance existing Except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could and would not reasonably be reasonably expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company has good and valid title to, or in the case of leased personal property assets, valid leasehold interests in, all tangible personal property currently necessary for the operation of the business of the Company and its Subsidiaries free and clear of any Liens, except Permitted Liens. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the tangible personal property currently necessary for the operation of the business of the Company and its Subsidiaries is in good working order (reasonable wear and tear excepted). (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, either the Borrower Company or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation a Subsidiary of the environmental condition Company has a good and valid leasehold (or, as applicable, license or other) interest in all leases, subleases and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the "Company Leased Real Property" and such leases, subleases and other agreements are, collectively, the "Company Real Property Leases"), in each case, free and clear of all Liens other than any Permitted Liens. Section 3.16(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of all Company Leased Real Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquenthereof. Except as set forth has not had and would not reasonably be expected to have, individually or in Schedule 6.1(eethe aggregate, a Material Adverse Effect on the Company, each Company Real Property Lease (A) hereto, there are no pending eminent domain proceedings against any property is a valid and binding obligation of the BorrowerCompany or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions and (B) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease, and (C) to the knowledge of the Company, no event has occurred which, with the giving of notice, the passage of time, or both, would constitute a breach or violation or default under any such Company Real Property Lease. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person any right to use or occupy Company Leased Real Property, which sublease, license or other Obligors or their respective Subsidiaries grant is material to the Company and its Subsidiaries, taken as a whole. (c) None of the Company or any part thereofof its Subsidiaries owns any real property. (d) Neither the Company nor any of its Subsidiaries has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and, to the knowledge of the BorrowerCompany, there are no such proceedings are presently threatened or contemplated by against any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the Company Leased Real Property. (e) No representation is made under this Section 3.16 with respect to any intellectual property or intellectual property rights, which are the subject of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectSection 3.15.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (xi) with respect to deferred maintenance existing Except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could and would not reasonably be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate aggregate, a Material Adverse Effect, the Company and its Subsidiaries own or otherwise have rights to use the Intellectual Property Rights used in, necessary for, or material to the conduct of the Company’s business as currently conducted; (ii) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by any Person that the Company’s business or the business of its Subsidiaries as now conducted infringes or otherwise violates any Intellectual Property Rights of another Person; (iii) except as has not had and would not reasonably be expected to have, individually or could in the aggregate, a Material Adverse Effect, to the Company’s Knowledge, there is no existing infringement by another Person of any of the Intellectual Property Rights of the Company or its Subsidiaries; (iv) the Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights material to the conduct of its business, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood ; (v) all material licenses or other casualty material agreements under which the Company is granted Intellectual Property Rights are in full force and effect and, to the Company’s Knowledge, there is no material default by any manner which individually or in the aggregate has had or could other party thereto, except as would not reasonably be expected to have any a Material Adverse Effect; and (vi) the consummation of the transactions contemplated by the Transaction Documents shall not result in the alteration, loss, impairment of or restriction on the Company’s or any of its Subsidiaries’ ownership or right to use any Intellectual Property Rights that is material to the conduct of the Company’s business as currently conducted. The Company has no reason to believe that the licensors under such licenses and other agreements do not have and did not have all requisite power and authority to grant the rights to the Intellectual Property Rights purported to be granted thereby.

Property. All (a) Schedule 1.1 – Mineral Claims of the Borrower’s, NovaGold Disclosure Letter sets out the other Obligors’ Mineral Claims comprising the Project and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (xthe Copper Canyon Property. Schedule 3.1(12) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where NovaGold Disclosure Letter sets out the failure beneficial ownership interest of the properties of any Subsidiary of NovaGold Subs, GCP and the Borrower or any Subsidiary of an Obligor to be Operator in good repair the Project and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentCopper Canyon Property. Except as set forth out in Schedule 6.1(ee3.1(12) heretoof the NovaGold Disclosure Letter, the NovaGold Subs, GCP and the Operator hold their respective interests in the Mineral Claims free and clear of all Liens, other than Permitted Liens. Except as set out in Schedule 3.1(12) of the NovaGold Disclosure Letter, no person other than the NovaGold Subs, GCP or the Operator has any interest (other than Permitted Liens) in the Mineral Claims comprising the Project and the Copper Canyon Property or the production or profits therefrom or any royalty, Licence, fee or similar payment in respect thereof or any right to acquire any such interest. (b) The Operator is the sole legal and registered owner of the Mineral Claims comprising the Project and the Copper Canyon Property. (c) The Mineral Claims comprising the Project are valid, subsisting and enforceable and in good standing and, all work required to be performed and filed in respect thereof has been performed and filed, all rentals, fees, expenditures and other payments in respect thereof have been paid or incurred, all filings in respect thereof have been made and all other obligations of the Operator or GCP arising from and under the Mineral Claims have been performed or complied with. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. (d) The Mineral Claims comprising the Copper Canyon Property are valid, subsisting and enforceable and in good standing and, all work required to be performed and filed in respect thereof has been performed and filed, all rentals, fees, expenditures and other payments in respect thereof have been paid or incurred, all filings in respect thereof have been made and all other obligations of the Operator or GCP arising from and under the Mineral Claims have been performed or complied with. (e) The Project and the Copper Canyon Property are the only real property, mining properties, claims, other mineral rights that either NovaGold Sub, GCP or the Operator has any legal or equitable interest in. (f) Except as set out in Schedule 3.1(12) of the NovaGold Disclosure Letter, to the knowledge of the Vendor, the current use of the Mineral Claims complies with Applicable Law. Except as set out in Schedule 3.1(12) of the NovaGold Disclosure Letter, to the knowledge of the Vendor no notice of violation of any Applicable Law or of any covenant, restriction or easement affecting the Mineral Claims or any part of them or with respect to the use or occupancy of the Mineral Claims or any part of it has been given by any Governmental Authority having jurisdiction over the Mineral Claims or by any other Person entitled to enforce the same. (g) Except as set out in Schedule 3.1(12) of the NovaGold Disclosure Letter, there are no pending eminent domain existing or proposed, contemplated or Threatened expropriation proceedings against any property that would result in the taking of the Borrower, the other Obligors or their respective Subsidiaries all or any part thereofof the Mineral Claims or that would adversely affect the current use of the Mineral Claims or any part of it and the Vendor is not aware of any existing or currently proposed, contemplated or Threatened expropriation proceedings that would adversely affect the use of the Mineral Claims as contemplated by the Technical Report. Except for Permitted Liens, there is no claim against or challenge to the title to or ownership of the Mineral Claims comprising the Project or the Copper Canyon Property. (h) All Taxes with respect to the Mineral Claims that are due have been paid in full, and there are no local improvement charges or special levies outstanding in respect of the Mineral Claims and neither NovaGold Sub has received any notice of proposed local improvement charges or special levies. (i) Except as disclosed in Schedule 3.1(12) of the NovaGold Disclosure Letter, the Vendor is not aware of any mining lease, agreement, option agreement, royalty agreement, streaming agreement, hedging agreement, off-take agreement, forward sales or similar contracts with respect to the Project or the Copper Canyon Property and, to the knowledge of the BorrowerVendor, there is no such proceedings are presently threatened claim or the basis for any claim that might or could adversely affect the right of the NovaGold Subs, GCP or the Operator to use, transfer or, upon issuance of the necessary mineral rights and Licences allowing for exploration, development or exploitation on the Project or the Copper Canyon Property, conduct exploration, development or exploitation activities on the Mineral Claims, as contemplated by the Technical Report. (j) Except as disclosed in Schedule 3.1(12) of the NovaGold Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal (other than the Teck ROFR) or similar provisions or rights which would entitle any taking authority whichPerson to any rights or interest in either NovaGold Sub, in all such eventsGCP, individually or the Operator, or in the aggregate have had Project or could reasonably be expected to have a Material Adverse Effectthe Copper Canyon Property. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

Property. All Other than the Leased Premises and except as disclosed in the Registration Statement and Prospectuses, each of the Borrower’sCompany and the Subsidiaries is the absolute legal and beneficial owner of, the other Obligors’ and their respective Subsidiaries’ properties are in has good repair and conditionmarketable title to, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as all of the date of acquisition of such property material properties and assets thereof as permitted described in this Sectionthe Registration Statement and Prospectuses, and (y) where no other property or assets are necessary for the failure conduct of the properties of any Subsidiary business of the Borrower Company and the Subsidiaries as currently conducted. Any and all of the material Contracts and other documents pursuant to which each of the Company and Subsidiaries holds the material property and assets thereof (including any interest in, or right to earn an interest in, any Subsidiary of an Obligor Intellectual Property (as defined below)) are valid and subsisting Contracts and documents in full force and effect, enforceable in accordance with the terms thereof, except where failure to be in good repair and condition has so would not had or could not reasonably be reasonably expected to have result in a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentEffect. Except as set forth disclosed in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andRegistration Statement and Prospectuses, to the knowledge of the BorrowerCompany there is no claim or basis for any claim that could materially and adversely affect the right of the Company or any Subsidiary to use, no such proceedings are presently threatened transfer or contemplated by otherwise exploit their respective material assets, none of the material properties (or any taking authority whichinterest in, or right to earn an interest in, any property) of the Company or any Subsidiary is subject to any right of first refusal or purchase or acquisition right, the exercise of which would be reasonably expected to result in all such eventsa Material Adverse Effect and neither the Company nor any Subsidiary has a responsibility or obligation to pay any commission, individually royalty, license fee or similar payment to any person with respect to the property and assets thereof. With respect to each premises which the Company or any Subsidiary occupies as tenant (the "Leased Premises"), the Company or a Subsidiary occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company or a Subsidiary occupies the Leased Premises is in the aggregate have had or could good standing and in full force and effect, except where failure to be so would not reasonably be expected to have result in a Material Adverse Effect. None The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the property transactions described herein by the Company, will not afford any of the Borrower, parties to such leases or any other person the other Obligors right to terminate such leases or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually additional or more onerous obligations under such leases. The Company has provided the Underwriters with true and complete copies of all leases in respect of the aggregate has had or could reasonably be expected to have any Material Adverse EffectLeased Premises.

Property. All (a) The Seller or one of its Subsidiaries is the sole owner of, and has valid title to, the Real Property, which title is recorded on the relevant land registry (Conservation des Hypothèques). Other than Permitted Encumbrances, the preemptive right provided by Article L. 211-1 of the Borrower’s, French Code de l’Urbanisme and any other exception that is recorded on the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as registry of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower Conservation des Hypothèques or any Subsidiary of an Obligor to be in good repair and condition has would not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None , the Real Property is (i) free and clear of any charges, claims, attachment, mortgages, leases, liens, pledges or security interests or restrictions of any kind, (ii) free of any specific planning and zoning (urbanisme) measure or regulation which might materially affect the value of the property Real Property and (iii) not affected by any easement, contractual preemptive right, option or similar right in favor of a third party, and Seller has not received any written notice of any claim in this regard or that the Real Property is subject to any administrative or court action. The Real Property has been maintained in the ordinary course of Seller’s or its Subsidiary’s business. To the Knowledge of Seller, the Real Property does not qualify as a classified installation (“installation classée”) for environmental purposes. (b) Schedule 1.1(d) of the BorrowerDisclosure Schedules lists each piece of Tangible Personal Property owned by the Seller or one of its Subsidiaries that is material to, and used exclusively in, the Business. The Seller or one if its Subsidiaries has good and marketable title to all Tangible Personal Property, free and clear of all charges, claims, mortgages, leases, liens, options, pledges or security interests or other Obligors or their respective Subsidiaries is now damaged or injured as a result restrictions of any firekind, explosionother than Permitted Encumbrances and any such exceptions that would not, accident, flood or other casualty in any manner which individually or in the aggregate has had or could aggregate, reasonably be expected to have any a Material Adverse Effect. (c) Subject to Section 2.4 and the fact that (i) the Business has not heretofore been conducted by the Seller and its Subsidiaries separate and distinct from the other businesses of the Seller and its Subsidiaries, (ii) the Buyer is only purchasing segregated assets from the Seller, rather than a complete and separate company with all of its administration and operational functions, information technology, accounting and other systems and infrastructure, (iii) the Buyer does not intend to take and/or retain all of the employees of Seller and its Subsidiaries involved in the Business, (iv) the intellectual property listed on Schedule 1.2(c) is an Excluded Asset, (v) certain Permits, Contracts and other agreements and items may not be transferable or assignable by the Seller to the Buyer, (vi) the Transferred Assets do not constitute all of the assets, properties, agreements and other items that the Seller and its Subsidiaries used prior to the Closing in the conduct of the Business, and (vii) the Buyer intends to conduct a portion of the Business through the CAM Agreements and may instruct the Seller to transfer certain of the Contracts to third parties, and assuming that (1) the Buyer has all of the necessary administration and operational functions, information technology systems, infrastructure and employees in place at Closing and (2) no customer, employee, supplier or other Person terminates or modifies its business or other relationship with the Business and there is no other change with respect to the Business or the industry in which the Business operates, the Transferred Assets, taken together with the Licensed Intellectual Property, are sufficient to enable the Buyer to continue to operate the Business after the Closing Date, in all material respects, in the same manner in which it was conducted by the Seller prior to the Closing Date.

Property. All (a) The Land constitutes all of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such real property as permitted in this Sectionto which SkateNation or its Subsidiaries is the fee owner or the lessee under a ground lease. (b) There are no pending lawsuits or administrative proceedings concerning the Property that, and (y) where the failure of the properties of any Subsidiary of the Borrower if adversely determined to SkateNation or any Subsidiary of an Obligor to its Subsidiaries, can reasonably be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerSeller's Knowledge, no such proceeding or lawsuit is currently threatened; (c) There are no pending condemnation proceedings are presently concerning the Fee Owned Land that, if adversely determined to SkateNation or its Subsidiaries, can reasonably be expected to have a Material Adverse Effect and, to Seller's Knowledge, no such proceeding: (i) is currently pending concerning any Leasehold Land; or (ii) is currently threatened concerning any Leasehold Land or contemplated Fee Owned Land. (d) Neither SkateNation nor any of its Subsidiaries has received any written notice from any city, village or Governmental Authority requiring the correction of any condition with respect to any Property by reason of a violation or alleged violation of any taking authority applicable law or regulation which, in all such eventsif not cured, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None , other than notices with respect to violations or alleged violations that have been cured; (e) The Seller has made available to the Buyer complete copies of any third party reports that are in Seller's possession or control, have been prepared within the last two years, and relate to the physical or environmental condition of any of the property Property, including all reports concerning asbestos (the "Environmental and Engineering Studies"); (f) The Seller has provided or made available to the Buyer complete copies of the BorrowerSurveys listed in Section 4.13(f) of the Disclosure Schedule. The Surveys constitute all of the Property surveys in Seller's possession or control concerning the Property. (g) The Seller has provided or made available to the Buyer complete copies of the Title Policies listed in Section 4.13(g) of the Disclosure Schedule. The Title Policies constitute the most recent title insurance policies in Seller's possession or control concerning the Property. (h) Section 4.13(h) of the Disclosure Schedule contains a list of all ground leases pursuant to which Property is leased to SkateNation or any of its Subsidiaries (the "Ground Leases"). With respect to each Ground Lease: (i) the Seller has provided the Buyer with a copy of the Ground Lease that is true, correct and complete; (ii) the Ground Lease has not been amended or modified; (iii) to the Seller's Knowledge, the other Obligors or their respective Ground Lease is in full force and effect and is legal, valid, binding and enforceable against the Ground Lessor, subject to the Remedies Exception; and (iv) neither SkateNation nor any of its Subsidiaries is now damaged in default in its obligations to pay rent or injured as a result in any of its other material obligations under the Ground Lease and, to the Seller's Knowledge, no other party thereto is in default of its material obligations under the Ground Lease; and (v) no consent is required of any fireparty to the Ground Lease by virtue of the transactions contemplated by this Agreement and the transactions contemplated by this Agreement will not result in any termination of or modification to the Ground Lease. (i) Section 4.13(i) of the Disclosure Schedule contains a list of all leases pursuant to which SkateNation or its Subsidiaries, explosionas lessee, accidentleases any portion of the Improvements from any Person (the "Space Leases"). With respect to each Space Lease: (i) the Seller has provided Buyer with a copy of the Space Lease that is true, flood correct and complete; (ii) the Space Lease has not been amended or modified; (iii) to the Seller's Knowledge, the Space Lease is in full force and effect and, is legal, valid, binding and enforceable against the Lessor, subject to the Remedies Exception; and (iv) neither SkateNation nor any of its Subsidiaries is in default of its obligations to pay rent under the Space Lease or in any of its other material obligations under the Space Lease and, to Seller's Knowledge, no other party thereto is in default in any of its material obligations under the Space Lease; and (v) no consent is required of any party to the Space Lease by virtue of the transactions contemplated by this Agreement and the transactions contemplated by this Agreement will not result in any termination of or modification to the Space Lease. (j) To the Seller's Knowledge, neither SkateNation nor its Subsidiaries nor any Ground Lessor under a Ground Lease or any Lessor under a Space Lease has received any written notice from any governmental agency or official within the twelve-month period prior to the date of this Agreement regarding any actual or alleged material violation of Environmental, Health, and Safety Laws relating to (i) the Property, (ii) to any management contract or lease agreement between SkateNation or any of its Subsidiaries, on the one hand, and a third party, on the other hand, covering SkateNation's or such Subsidiary's management of ice skating rinks or other casualty in any manner sports facilities (each such contract, a "Management Agreement") or (iii) SkateNation or its Subsidiaries and arising under Environmental, Health, and Safety Laws, which individually if adversely determined to SkateNation, its Subsidiaries or in the aggregate has had Ground Lessor or Lessor, as the case may be, could reasonably be expected to have any a Material Adverse Effect. (k) To the Seller's Knowledge, except as described in the Environmental and Engineering Studies, each of SkateNation and its Subsidiaries has complied and is in compliance, in each case in all material respects, with all Environmental, Health, and Safety Laws and with all other applicable laws (including rules, regulations, codes, plans, injunctions and Judgments of Governmental Authorities) relating to the Property and has obtained, has complied, and is in compliance with, in each case in all material respects, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Laws for the occupation of its facilities and the operation of its businesses, in each case where noncompliance could reasonably be expected to have a Material Adverse Effect. (l) To Seller's Knowledge, since the date of the applicable Environmental and Engineering Report with respect to any Property and except as described in the Environmental and Engineering Studies, neither SkateNation nor any of its Subsidiaries has taken any action or engaged in any activities nor has any event, circumstance or condition occurred that could reasonably be expected to form the Basis of any claim under any Environmental, Health and Safety Law against SkateNation or any of its Subsidiaries by reason of its ownership, lease, use or operation of such Property. (m) To Seller's Knowledge, except as described in the Environmental and Engineering Studies, all Improvements constituting part of the Property are structurally sound in all material respects, and there are no material deficiencies in the mechanical, plumbing, sewer, refrigeration, heating and electrical systems of any Improvement (a "material deficiency" for this purpose meaning, as to the Improvement(s) on each Property, a condition or conditions required a repair in excess of $25,000). (n) Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that, except for the representations expressly set forth in this Section 4.13, the Seller makes no representations or warranties of any kind, express or implied, concerning the Property, the Ground Leases, the Space Leases, Hazardous Materials or Environmental, Health, and Safety Laws, including: (1) the condition or safety of the Property, including plumbing, sewer, heating and electrical systems, roofing, air conditioning, foundations, soils and geology, lot size, or suitability of the Property for a particular purpose; (2) whether any fixtures, plumbing or other utilities are in working order;

Property. All (i) Section 3.01(s)(i) of the Borrower’sCompany Disclosure Schedule sets forth all of the real property owned in fee by the Company and its Subsidiaries that are material to the conduct of business of the Company and its Subsidiaries, taken as a whole. Each of the Company and its Subsidiaries owns fee title to each parcel of real property owned by it free and clear of all Liens, except for Permitted Liens (as defined in this Section 3.01(s)). (ii) With respect to the tangible properties and assets of the Company and its Subsidiaries (excluding real property) that are material to the conduct of the broadcast operations of the Company and its Subsidiaries, the other Obligors’ Company and their respective Subsidiaries’ its Subsidiaries have good title to, or hold pursuant to valid and enforceable leases, all such properties are and assets, with only such exceptions as, individually or in good repair and conditionthe aggregate, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not reasonably be reasonably expected to have a Material Adverse Effect on either the Borrower or Company and subject to the REIT GuarantorPermitted Liens. The Borrower has completed or caused All of the assets of the Company and its Subsidiaries have been maintained and repaired for their continued operation and are in good operating condition, reasonable wear and tear excepted, and usable in the ordinary course of business, except where the failure to be completed an appropriate investigation of the environmental in such repair or condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, so usable individually or in the aggregate have had or could not reasonably be expected to have a Material Adverse Effect. None Effect on the Company. (iii) Section 3.01(s)(ii) of the property of the BorrowerCompany Disclosure Schedule sets forth each lease, sublease, license, sublicense or other agreement (collectively, the other Obligors "Property Leases") under which the Company or their respective any of its Subsidiaries is uses or occupies or has the right to use or occupy, now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had future, any real property or personal property material to the conduct of the businesses of the Company and its Subsidiaries, taken as a whole or any real property leased or licensed by the Company or its Subsidiaries. Except to the extent that (x) it could not reasonably be expected to have any a Material Adverse EffectEffect on the Company, or (y) the term of such Property Lease has expired or been terminated and the Company or its Subsidiaries continues to use or occupy any of the subject property on a period to period basis (i.e., "month to month"), each Property Lease is valid, binding and in full force and effect, all rent and other sums and charges which are due and payable by the Company and its Subsidiaries as tenants thereunder are current except as set forth in Section 3.01(s)(ii) of the Company Disclosure Schedule, and neither the Company nor any of its Subsidiaries has received actual notice that any party thereto is in default in any material respect under any lease, sublease, license, sublicense or use or occupancy agreement listed in Section 3.01(s)(ii) of the Company Disclosure Schedule. Each of the Company and its Subsidiaries has a valid leasehold interest (including subleasehold and subleasehold estates) and/or right of use under a license or sublicense agreement or other possessory rights in each location used or occupied for broadcast purposes (whether office, studio, tower, transmitter building and/or antenna) leased, subleased, subsubleased, licensed, sublicensed or used by it free and clear of all Liens, except for Permitted Liens. (iv) As used in this Agreement, "Permitted Liens" shall mean: (i) statutory liens securing payments not yet delinquent or the validity of which are being contested in good faith by appropriate actions, (ii) purchase money liens arising in the ordinary course, (iii) liens for Taxes and special assessments (e.g., for municipal improvements) not yet due and payable and/or delinquent, (iv) liens reflected or reserved against in the unaudited balance sheet of the Company dated as of March 31, 1998, included in the Form 10-Q (which have not been discharged), (v) liens which in the aggregate do not materially detract from the value for use for broadcasting purposes or materially impair the present and continued use of the properties or assets subject thereto in the usual and normal conduct of the radio broadcast business of the Company and its Subsidiaries, (vi) liens on leases, subleases, sub-subleases, easements, licenses, rights of use, rights to access and rights of way arising from the provisions of such agreements or benefitting or created by any superior estate, right or interest which is prior in right or prior in lien to that of the subject lease, sublease, sub-sublease, easement, license, right of use, right to access or right of way, (vii) any liens set forth in the title policies, endorsements, title commitments, title certificates and title reports relating to the Company's interests in real property identified in Section 3.01(s)(iv) of the Company Disclosure Schedule, true and correct copies of which have been made available to Parent and Sub, (viii) any leases, subleases, occupancy agreements or licenses set forth in Section 3.01(s) of the Company Disclosure Schedule, (ix) the lien of any and all security agreements, documents, mortgages and deeds of trust held by, or for the benefit of, AT&T Commercial Finance Corporation and/or Union Bank of California, as co-lenders under the Credit Agreement, and their respective successors and assigns, (x) any state of facts that an accurate survey or personal inspection of the Company's real property (whether owned, leased or licensed) would show, provided same does not material adversely affect the use thereof for their present broadcasting purposes, (xi) encroachments of xxxxxx, areas, cellar steps or doors, trim, copings, retaining walls, bay windows, balconies, sidewalk elevators, fences, fire escapes, cornices, foundations, footings and similar projections, if any, on, over or under any of the Company's real property (whether owned, leased or licensed) or the streets or sidewalks abutting any of such real property, and the rights of governmental authorities to require the removal of any such projections and variations between record lines of such real property and retaining walls and the like, if any, (xii) any easements or rights of use, if any, created in favor of any public utility or municipal department or agency for electricity, steam, gas, telephone, cable television, water, sewer or other services in any street or avenue abutting the Company's real property (whether owned, leased or licensed), and the right, if any, to use and maintain wires, cables, terminal boxes, lines, service connections, poles, mains and facilities servicing any of such real property or in, on, over or across any of such real property, (xiii) covenants, easements, restrictions, agreements, consents and other instruments, now of record, provided same do not materially adversely interfere with the use of the Company's real property (whether owned, leased or licensed) for their present broadcast purposes, (xiv) variations, if any, between tax lot lines and property lines, (xv) deviations, if any, of fences or shrubs from property lines, (xvi) any other declaration or instrument affecting any of the Company's real property (whether owned, leased or licensed) necessary or appropriate to comply with any law, ordinance, regulation, zoning resolution or requirement of applicable governmental authorities or any other public authority, applicable to the maintenance, demolition, construction, alteration, repair or restoration of the improvements at the Company's real property (whether owned, leased or licensed), which does not materially adversely affect the use of thereof for their present broadcast purposes, (xvii) the provisions of the applicable zoning resolution and other regulations, resolutions and ordinances and any amendments thereto now or hereafter adopted, provided same do not materially adversely interfere with the use of the Company's real property for their present broadcast purposes, (xviii) Liens described in the Form 10-K or Form 10-Q, and (xix) any other Liens set forth in Section 3.01(s) of the Company Disclosure Schedule. For the purposes hereof "Company's real property" and "Company's interests in real property" shall include the real property and interests therein owned or held (as leasehold interests or otherwise) respectively by the Company and/or its Subsidiaries.

Property. All (a) Schedule 1.1 – Mineral Claims of the Borrower’s, NovaGold Disclosure Letter sets out the other Obligors’ Mineral Claims comprising the Project and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (xthe Copper Canyon Property. Schedule 3.1(12) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where NovaGold Disclosure Letter sets out the failure beneficial ownership interest of the properties of any Subsidiary of NovaGold Subs, GCP and the Borrower or any Subsidiary of an Obligor to be Operator in good repair the Project and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentCopper Canyon Property. Except as set forth out in Schedule 6.1(ee3.1(12) heretoof the NovaGold Disclosure Letter, the NovaGold Subs, GCP and the Operator hold their respective interests in the Mineral Claims free and clear of all Liens, other than Permitted Liens. Except as set out in Schedule 3.1(12) of the NovaGold Disclosure Letter, no person other than the NovaGold Subs, GCP or the Operator has any interest (other than Permitted Liens) in the Mineral Claims comprising the Project and the Copper Canyon Property or the production or profits therefrom or any royalty, Licence, fee or similar payment in respect thereof or any right to acquire any such interest. (b) The Operator is the sole legal and registered owner of the Mineral Claims comprising the Project and the Copper Canyon Property. (c) The Mineral Claims comprising the Project are valid, subsisting and enforceable and in good standing and, all work required to be performed and filed in respect thereof has been performed and filed, all rentals, fees, expenditures and other payments in respect thereof have been paid or incurred, all filings in respect thereof have been made and all other obligations of the Operator or GCP arising from and under the Mineral Claims have been performed or complied with. (d) The Mineral Claims comprising the Copper Canyon Property are valid, subsisting and enforceable and in good standing and, all work required to be performed and filed in respect thereof has been performed and filed, all rentals, fees, expenditures and other payments in respect thereof have been paid or incurred, all filings in respect thereof have been made and all other obligations of the Operator or GCP arising from and under the Mineral Claims have been performed or complied with. (e) The Project and the Copper Canyon Property are the only real property, mining properties, claims, other mineral rights that either NovaGold Sub, GCP or the Operator has any legal or equitable interest in. (f) Except as set out in Schedule 3.1(12) of the NovaGold Disclosure Letter, to the knowledge of the Vendor, the current use of the Mineral Claims complies with Applicable Law. Except as set out in Schedule 3.1(12) of the NovaGold Disclosure Letter, to the knowledge of the Vendor no notice of violation of any Applicable Law or of any covenant, restriction or easement affecting the Mineral Claims or any part of them or with respect to the use or occupancy of the Mineral Claims or any part of it has been given by any Governmental Authority having jurisdiction over the Mineral Claims or by any other Person entitled to enforce the same. (g) Except as set out in Schedule 3.1(12) of the NovaGold Disclosure Letter, there are no pending eminent domain existing or proposed, contemplated or Threatened expropriation proceedings against any property that would result in the taking of the Borrower, the other Obligors or their respective Subsidiaries all or any part thereofof the Mineral Claims or that would adversely affect the current use of the Mineral Claims or any part of it and the Vendor is not aware of any existing or currently proposed, contemplated or Threatened expropriation proceedings that would adversely affect the use of the Mineral Claims as contemplated by the Technical Report. Except for Permitted Liens, there is no claim against or challenge to the title to or ownership of the Mineral Claims comprising the Project or the Copper Canyon Property. (h) All Taxes with respect to the Mineral Claims that are due have been paid in full, and there are no local improvement charges or special levies outstanding in respect of the Mineral Claims and neither NovaGold Sub has received any notice of proposed local improvement charges or special levies. (i) Except as disclosed in Schedule 3.1(12) of the NovaGold Disclosure Letter, the Vendor is not aware of any mining lease, agreement, option agreement, royalty agreement, streaming agreement, hedging agreement, off-take agreement, forward sales or similar contracts with respect to the Project or the Copper Canyon Property and, to the knowledge of the BorrowerVendor, there is no such proceedings are presently threatened claim or the basis for any claim that might or could adversely affect the right of the NovaGold Subs, GCP or the Operator to use, transfer or, upon issuance of the necessary mineral rights and Licences allowing for exploration, development or exploitation on the Project or the Copper Canyon Property, conduct exploration, development or exploitation activities on the Mineral Claims, as contemplated by the Technical Report. (j) Except as disclosed in Schedule 3.1(12) of the NovaGold Disclosure Letter, there are no back-in rights, earn-in rights, rights of first refusal (other than the Teck ROFR) or similar provisions or rights which would entitle any taking authority whichPerson to any rights or interest in either NovaGold Sub, in all such eventsGCP, individually or the Operator, or in the aggregate have had Project or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectCopper Canyon Property.

Property. All (a) None of Merger Partner or the Merger Partner Subsidiaries owns any real property. (b) Section 6.9(b) of the Borrower’sMerger Partner Disclosure Schedule sets forth a list that is true and correct in all material respects of all real property leased, subleased, licensed or similarly occupied by Xxxxxx Partner and the other Obligors’ and their respective Merger Partner Subsidiaries having a base annual rent in excess of $1,000,000 (together with all real property leased, subleased, licensed or similarly occupied by Merger Partner or its Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by that primarily relates to or is primarily used in connection with the Merger Partner Business has a recognized environmental engineer base annual rent of $1,000,000 or less, the “Merger Partner Leased Real Property”). Xxxxxx Partner has delivered to the Company a copy that is true and complete in accordance all material respects of each lease, sublease, license or occupancy agreement with customary standards which discloses respect to each Merger Partner Leased Real Property (the “Merger Partner Real Property Leases”) that such property is not in violation set forth on Section 6.9(b) of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentMerger Partner Disclosure Schedule. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, would not reasonably be expected to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate aggregate, a Merger Partner Material Adverse Effect, (i) Merger Partner and its Subsidiaries, as applicable, have had a good and valid leasehold, subleasehold, licensee or could occupancy interest in all Merger Partner Leased Real Property, free and clear of all Liens, except Permitted Liens and subject to the Remedies Exception, (ii) none of Merger Partner or its Subsidiaries, or, to the Knowledge of Merger Partner, as of the date hereof, any other party thereto, is in breach of or default under any lease or sublease for the Merger Partner Leased Real Property, (iii) none of Merger Partner or its Subsidiaries has, as of the date hereof, received any written notice from any lessor of any Merger Partner Leased Real Property of any breach of or default under any lease or sublease thereto by Merger Partner or its Subsidiaries, which breach or default has not been cured and (iv) none of Merger Partner or its Subsidiaries has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Merger Partner Leased Real Property, except Permitted Liens. (c) Except as would not reasonably be expected to have a Material Adverse Effect. None of the property of the Borrowerhave, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any aggregate, a Merger Partner Material Adverse Effect, Merger Partner and its Subsidiaries own good and valid title to, or hold a valid leasehold interest in, all of the tangible personal property used by them in the conduct of the business of Merger Partner and its Subsidiaries, free and clear of all Liens, except for Permitted Liens.

Property. All (a) Section 3.20(a) of the Borrower’sDisclosure Schedule sets forth all real properties owned beneficially or of record by the Transferred Companies (individually, an “Owned Real Property” and collectively the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject “Owned Real Properties”). The relevant Transferred Company has ownership title (shoyu-xxx) to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as each of the date Owned Real Properties, free and clear of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security all Liens except for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants Liens set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property Section 3.20(a) of the Borrower, the other Obligors or their respective Subsidiaries Disclosure Schedule and Permitted Liens. Excluding Environmental Laws (which are delinquentcovered in Section 3.12), each Owned Real Property is in compliance in all material respects with all applicable Laws concerning the applicable Owned Real Property. Except as set forth in Schedule 6.1(eeSection 3.20(a) hereto, there are no pending eminent domain proceedings against any property of the BorrowerDisclosure Schedule, no Owned Real Property has, since the date that such Owned Real Property was acquired by the applicable Transferred Company, suffered any casualty event (which, for the avoidance of doubt, shall not include damage arising from ordinary wear and tear) that will cost (after giving effect to any amounts reasonably expected to be recovered under any applicable insurance policy) more than ¥75,000,000 to repair and restore to the condition of the Owned Real Property immediately prior to the occurrence of the casualty event (or, if such condition did not meet the minimum standards required to comply with applicable building codes, to a condition that would so comply) that has not been so repaired and restored as of the date hereof. Section 3.20(a) of the Disclosure Schedule includes a true, correct and complete list of all mortgages, deeds of trust, deeds to secure debt or other liens securing payment of borrowed money (collectively, the other Obligors “Mortgages”) to which any of the Transferred Companies is a party as mortgagor, trustor or their respective Subsidiaries or any part thereofobligor (including the current principal balance of each of the Mortgages). (b) Section 3.20(b) of the Disclosure Schedule sets forth all real property leased as of the date hereof by the Transferred Companies, andas lessee (individually, a “Real Property Lease” and collectively, the “Real Property Leases”; with the real properties specified in such leases being referred to herein individually as a “Leased Real Property” and collectively as the “Leased Real Properties”). The Transferred Companies have a valid and enforceable leasehold interest (chinshaku-xxx) under each of the Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the knowledge general principles of applicable Law such as prohibition of abuse of rights (kenriranyo-no-kinshi) and principles of trust (shingisejitsu-no-gensoku) (including general equitable or similar principles whether or not enforcement is sought in a proceeding at Law or in equity), and none of the BorrowerSellers or the Transferred Companies has received any written notice of any default under any Real Property Lease, and to the Knowledge of the Sellers, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a default by the Transferred Companies under any of the Real Property Leases, except such proceedings are presently threatened or contemplated by any taking authority which, in all such eventsdefaults that, individually or in the aggregate aggregate, have had or could not had, and would not be reasonably be expected to have have, a Material Adverse Effect. None Except as set forth in Section 3.20(b) of the property Disclosure Schedule, none of the BorrowerTransferred Companies has assigned, sublet, transferred, disposed of, or permitted to exist any Lien, except for Permitted Liens, on its interest in any Real Property Lease. (c) Each of the Transferred Companies is in possession of and has title to, or has valid leasehold interests in or valid rights under contract to use, all tangible personal property used in the conduct of its businesses, including all tangible personal property reflected on the Financial Statements, other than property disposed of since the date thereof in the ordinary course of business and tangible personal property acquired since such date. Such tangible personal property is free and clear of all Liens, other than Permitted Liens, and, immediately after the Closing, after giving effect to the transactions and terminations contemplated by Sections 5.07 and 5.08 and to the Computer Services Agreement and the Transition Services Agreement, will be, in the aggregate, sufficient to allow the Transferred Companies to operate their respective businesses in the ordinary course and consistent with past practice in all material respects (at least during the terms of the Computer Services Agreement and the Transition Services Agreement, but, in each case, excluding any rights or services that the Acquiror declines, or has declined, to accept from the Sellers under, or that are expressly excluded from the coverage of, any such Transaction Agreement), without the imposition of any restriction, the other Obligors or their respective Subsidiaries is now damaged or injured as a result payment of any fireamount to any third party or the taking of any action that was not imposed, explosionrequired to be paid or required to be taken, accidentrespectively, flood or other casualty prior to the Closing Date (except in any manner which individually or each case as otherwise provided in the aggregate has had or could reasonably be expected to have any Material Adverse EffectComputer Services Agreement and the Transition Services Agreement).

Property. All (a) Subject to Landlord's acquisition of the Borrower’sPhase I Property and completion of the Project in accordance with the terms of this Lease, Landlord hereby leases and demises the other Obligors’ Project to Tenant and their respective Subsidiaries’ properties are Tenant hereby hires, leases and accepts the Project from Landlord, for the Term (as defined in good repair Section 4.01) and condition, subject to ordinary wear the agreements, conditions and tear, other than provisions contained herein. (xb) with respect Title to deferred maintenance existing the Real Property shall be burdened by certain title exceptions which exist as of the date hereof and which are required to be established by the Landlord in connection with the Acquisition Contract and the development of acquisition the Project. Upon receipt thereof by Landlord, Landlord shall deliver to Tenant (i) a commitment for title insurance covering the Real Property and legible copies of such property as permitted in this Sectionall exception documents shown therein for Tenant's review and approval, (ii) an on the ground boundary survey of the Real Property showing the location of any easements and other encumbrances to title, and (yiii) where the failure final form of Acquisition Contract to be executed-by Landlord and EDS. Tenant will receive an opportunity to review and approve the Supplemental Declaration referred to in Section 14.04(b) of the properties of Acquisition Contract, the Option Supplemental Declaration referred to in Section 14.05, as well as any Subsidiary other restrictions or instruments that will be recorded pursuant to the terms of the Borrower Acquisition Contract, including the terms and provisions of the Special Warranty Deed. Within ten (10) business days following receipt by Tenant of all of the foregoing materials, Tenant shall either approve the Acquisition Contract, the exceptions to title shown in such title commitment, the additional title documents referenced above, and the survey (the "PERMITTED EXCEPTIONS"), or Tenant shall deliver written notice to Landlord terminating this Lease. If Tenant fails to deliver such notice, Tenant shall be deemed to have waived any Subsidiary objection to title to the Real Property and shall have accepted the Acquisition Contract and Permitted Exceptions. Upon approval of an Obligor the Permitted Exceptions, Landlord and Tenant agree that same shall be described on Exhibit "I" to the Lease which shall be incorporated herein by reference for all purposes. Upon approval of the Acquisition Contract, a fully executed copy of same shall be attached to this Lease as Exhibit "A-2" which shall be incorporated herein by reference for all purposes. Landlord covenants that it shall not permit any additional easements and exceptions other than the Permitted Exceptions to title to be recorded against title to the Real Property except those easements and exceptions which are necessary in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either connection with the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation development of the environmental condition of each Property as Project, and in any event such additional exceptions and easements shall not impair Tenant's use of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takenProject. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except As soon as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.possible after the

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as As of the date of acquisition this Agreement, the Company does not own any real property. Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company (a) has a good and valid leasehold interest in each real property lease, free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”), except (i) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (ii) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business, (iii) zoning, building and other similar codes and regulations and (iv) Liens (other than Liens securing indebtedness for borrowed money), defects or irregularities in title, easements, rights-of-way, covenants, restrictions, conditions, non-exclusive licenses granted in the ordinary course of business and other similar matters that would not reasonably be expected to, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate in the business of the Company as presently conducted (collectively, “Permitted Liens”), (b) have complied with the terms of all real property leases to which they are parties and under which they are in occupancy that are reflected in the Company Balance Sheet (other than leases that expired and were not renewed in the ordinary course of business) or were executed after the date thereof that are material to the business of the Company, and all such real property as permitted leases are in this Sectionfull force and effect, subject to proper authorization and execution of each such lease by the other party thereto and the application of any bankruptcy or other creditor’s rights laws, and (yc) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is are not in violation of the representations breach or default under any such real property leases, and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerCompany, no such proceedings are presently threatened event has occurred or contemplated by any taking authority circumstance exists which, in all such events, individually or in with the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None delivery of the property of the Borrowernotice, the other Obligors passage of time or their respective Subsidiaries is now damaged both, would constitute such a breach or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectdefault.

Property. All such Leases of space in the Improvements or at the Mortgaged Property shall be on terms consistent with the terms for similar leases in the market area of the Borrower’sPremises, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Premises. Such Leases shall also provide for security deposits where warranted by the tenant's financial condition in reasonable amounts consistent with prevailing market conditions. Mortgagor shall also submit to Mortgagee for Mortgagee's approval or deemed approval within the time provided thereunder in Section 1.12(a), which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Mortgagor shall not execute any Lease for all or a substantial portion of the Mortgaged Property, except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Mortgaged Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Mortgagor shall furnish to Mortgagee, within ten (10) days after a request by Mortgagee to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Mortgagor as being true and correct, containing the names of all Tenants with respect to the Mortgaged Property, the other Obligors’ and terms of their respective Subsidiaries’ properties are Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each Tenant's security deposit. Upon the request of Mortgagee, Mortgagor shall deliver to Mortgagee a copy of each such Lease not previously delivered. Mortgagor shall not do or suffer to be done any act, or omit to take any action, that might result in good repair a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or cancel or terminate such Lease pursuant to the provisions thereof, except as otherwise provided herein. Mortgagor shall not further assign any such Lease or any such Rents and conditionProfits. Except as otherwise provided herein, subject Mortgagor, at no cost or expense to ordinary wear Mortgagee, shall enforce in a commercially reasonable manner, short of termination, the performance and tearobservance of each and every condition and covenant of each of the parties under such Leases and Mortgagor shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases. Mortgagor shall not, without the prior written consent of Mortgagee, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases (including, without limitation, modifying, terminating or releasing any guaranty, letter of credit or other credit support thereof) except, with respect only to (A) Leases affecting less than the lesser of (x) with respect to deferred maintenance existing as five percent (5%) of the date gross leaseable area of acquisition of such property as permitted in this Section, the Improvements and (y) where 20,000 square feet, or (B) having a term of less than ten (10) years, in the failure normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Mortgaged Property is located. Mortgagor shall not permit the prepayment of any rents under any of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security Leases for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing more than one (1) month prior to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part due date thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All Seller or Seller Bank (a) has fee simple title to all the properties and assets reflected in the latest audited balance sheet included in the Seller Financial Reports as being owned by Seller or Seller Bank or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Seller on the date hereof or otherwise materially impair business operations at such properties, as conducted by Seller on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by Seller on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Seller Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever encumbering Seller’s or Seller Bank’s leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without material default thereunder by Seller or Seller Bank or, to Seller’s knowledge, the lessor. To the knowledge of Seller, the Real Property is in material compliance with, and Seller has not received any notice of any violation of, applicable zoning laws and building codes regarding the Real Property and the building and improvements located thereon. The buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Seller, threatened condemnation proceedings against the BorrowerReal Property. Seller and Seller Bank are in material compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Seller currently maintains insurance on all its property, including the Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Seller has not received any notice of termination, nonrenewal or premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All (a) The Company does not own any interests in any real property (such property, together with all improvements thereon and rights on or appurtenances thereto, the “Owned Real Property”). (b) Section 2.18(b) of the Borrower’s, Seller Disclosure Letter sets forth each real property lease to which the other Obligors’ Company is a party (the “Real Property Leases”). (c) None of the real property (including the improvements thereon and their respective Subsidiaries’ properties are in good repair and condition, rights on or appurtenances thereto) leased to the Company pursuant to the Real Property Leases (the “Leased Real Property”) is subject to ordinary wear and tear, other than (x) with respect any sublease or license to deferred maintenance existing any third party made by or binding upon the Company. Effective as of the date Closing, the Company shall not be party to nor have any obligations under any Real Property Leases. (d) The Company has sufficient rights of acquisition of such property as permitted in this Sectionphysical and legal ingress and egress to the yard or facilities used to hold and store the Rigs pending their use and operation, and (y) where for a period of up to 180 days following the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sClosing Date, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon Buyer will be provided reasonable access to any Seller property on which such property was last security for Indebtedness of such PersonsRigs are located, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerSeller, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could conditions exist that would reasonably be expected to have a Material Adverse Effectresult in the termination of such rights of ingress and egress. None A complete list of the property yard or facilities where such Rigs are held or stored is set forth on Section 2.18(d) of the BorrowerSeller Disclosure Letter. (e) Section 2.18(e) of the Seller Disclosure Letter sets forth all material assets to be transferred to the Buyer that are held by the Seller at the facility located on Telephone Road in Houston, Texas (the “Telephone Road Facility”). Trucks that are assigned for the use of Seller Assigned Employees shall be transferred to the Buyer only if such employees become Transferring Employees. Except for the assets identified as transferred assets set forth (i) on Section 2.18(e) of the Seller Disclosure Letter, (ii) in the Confidential Information Memorandum provided on behalf of the Seller to the Buyer, and (iii) in the electronic data room made available by the Seller related to the transactions contemplated by this Agreement, no other material assets of the Seller or its Affiliates (excluding the Company) shall be transferred to the Buyer under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the other Obligors or their respective Subsidiaries is now damaged or injured as a result following assets of any firethe Seller (collectively, explosionthe “Excluded Assets”) are not part of the transaction contemplated hereunder, accidentand are excluded from Section 2.18(e) of the Seller Disclosure Letter: (i) the Seller’s Telephone Road Facility, flood or other casualty in any manner which individually or and (ii) certain rig hauling trucks owned in the aggregate has had name of the Seller, which were located at the Telephone Road Facility and sold prior to the date of this Agreement. The assets, rights and properties transferred hereunder constitute all of the material assets, rights and properties required by the Company to operate the Rigs in all material respects in the manner conducted by the Company during the period of one year prior to the date hereof, except for the Excluded Assets and the disposition of obsolete or could reasonably be expected to have any Material Adverse Effectworn-out equipment in the ordinary course of business.

Property. All (a) The Target Companies do not own and in the past five (5) years have not owned any real property. (b) Schedule 3.09(b)(i) of the Borrower’sSeller Disclosure Schedules contains a true and complete list of all real property currently leased, subleased, licensed, sublicensed or otherwise used or occupied by the Target Companies (the “Leased Real Property”). As of the Agreement Date, the Target Companies have good and valid leasehold interests in the Leased Real Property free and clear of all Liens other Obligors’ than Permitted Liens. All leases, subleases, licenses, sublicenses and their respective Subsidiaries’ properties other occupancy agreements for the Leased Real Property (together with any amendments, supplements or other material modifications and guarantees thereof, the “Real Property Leases”) are in good repair full force and conditioneffect, and enforceable against the applicable Target Company, subject to ordinary wear proper authorization and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition execution of such property as permitted in this Section, Real Property Lease by the other party and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportexcept, in each case prepared case, as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws now or hereinafter in effect relating to or affecting creditors’ rights generally, or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). No Target Company, and to the knowledge of Seller, no counterparty is in default under any Real Property Leases except for defaults that have not been, and would not reasonably be expected to be, material to the Target Companies, taken as a whole, and to the knowledge of Seller there exists no event, occurrence, condition or act which, with the giving of notice or the lapse of time, would become a material breach or default by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation Target Company or any third party, under any Real Property Lease (or to the knowledge of Seller, give any Person a right of termination, cancellation, modification or acceleration of the representations maturity or performance under any Real Property Lease). To the knowledge of the Seller and covenants except as would not reasonably be expected to be material to the Target Companies, taken as a whole, or as set forth on Schedule 3.09(b)(i) of the Seller Disclosure Schedules, all buildings, fixtures and other improvements thereon, for which a Target Company is responsible, are in this Agreementreasonable working order and repair in all material respects and are suitable for the purpose for which they are currently used. To the knowledge of Seller, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There there are no unpaid pending or outstanding real estate threatened condemnation or other taxes or assessments on or against similar proceedings related to any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentLeased Real Property. Except as set forth in on Schedule 6.1(ee3.09(b)(ii) heretoof the Seller Disclosure Schedules, there are no pending eminent domain proceedings against subleases, concessions or other contracts granting to any property of Person other than a Target Company the Borrower, the other Obligors right to use or their respective Subsidiaries occupy any Leased Real Property or any part portion thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All (a) The Company and its Subsidiaries have good, valid and marketable title to all real property owned by them free and clear of all Liens, except Liens for current Taxes not yet due and payable and other standard exceptions commonly found in title policies in the jurisdiction where such real property is located, and such encumbrances and imperfections of title, if any, as do not materially detract from the value of the Borrower’sproperties and do not materially interfere with the present or proposed use of such properties or otherwise materially impair such operations. All real property and fixtures used in or relevant to the business, operations or financial condition of the other Obligors’ Company and their respective Subsidiaries’ properties its Subsidiaries are in good condition and repair except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Schedule 4.18(b) of the Company Disclosure Letter contains a true and conditioncomplete list of all real property leased, subject subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to ordinary wear and tear, other than (xoccupancy arrangements) with respect to deferred maintenance existing by the Company as of the date of acquisition this Agreement (collectively, including the improvements thereon, the “Leased Real Property”) and a true and complete description of such property as permitted in this Sectionall oral Real Property Leases to which the Company is currently a party. True and complete copies of all agreements under which the Company is the landlord, and sublandlord, tenant, subtenant or occupant (yeach a “Real Property Lease”) where the failure of the properties of any Subsidiary of the Borrower that have not been terminated or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property expired as of the later date hereof have been made available to Buyer. (c) The Company has a valid leasehold estate in all Leased Real Property free and clear of all Liens, except Permitted Liens. (d) Other than the Real Property Leases, none of the date of Leased Real Properties is subject to any lease, sub-lease, license or other agreement granting to any other Person any right to the Borrower’suse, the Obligors’ occupancy or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness enjoyment of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries Leased Real Property or any part thereof. (e) Each Real Property Lease is in full force and effect and is valid and enforceable in accordance with its terms, andand there is no material default under any Real Property Lease by the Company, to and no event has occurred that, with the knowledge lapse of time or the Borrowergiving of notice or both, no such proceedings are presently threatened or contemplated would constitute a default by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectCompany thereunder.

Property. All (a) Schedule 2.1(b) attached hereto sets forth a complete and accurate list of all of the Borrower’sAcquired Owned Real Property. With respect to such Acquired Owned Real Property (i) Seller has good and marketable title in fee simple to such Acquired Owned Real Property, together with all the tenements, hereditaments, appurtenances, rights, easements, privileges and rights-of-way incident thereto, free and clear of all Liens and Claims other than those created by, through or under Buyer, except Permitted Liens and except for Liens granted to Seller's prepetition and postpetition creditors pursuant to the Cash Collateral Order (which shall provide that all such Liens shall attach and be transferred to the proceeds of the sale contemplated by this Agreement) in connection with the Bankruptcy Case, and except for Liens in respect of which such property will be conveyed free and clear pursuant to the Sale Order; (ii) except as set forth in Schedule 7.5(a) attached hereto, Seller has not leased or otherwise granted to any Person the right to use or occupy the Acquired Owned Real Property or any portion thereof; and (iii) other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Acquired Owned Real Property or any portion thereof or interest therein created by, through or under Seller. (b) Schedule 2.1(c) attached hereto sets forth a complete and accurate list of all of the Acquired Real Property Leases. Seller has made available to Buyer a true, correct and complete copy of each of the Acquired Real Property Leases and all material amendments thereto, and, to the extent in Seller's possession, all surveys and leasehold title insurance policies with respect thereto and all other material instruments, Contracts (including the title exceptions) pertaining to or benefiting any such properties, including any documents related to any rights or privileges pertaining or appurtenant thereto, such as appurtenant easements, easements in gross or restrictive covenants. Except as indicated in the material made available pursuant to the previous sentence and described on Schedule 2.1(c) attached hereto, the other Obligors’ Acquired Real Property Leases represent the entire agreement between the respective landlord and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) each Seller with respect to deferred maintenance existing the respective Leased Real Property and, except as permitted herein, none of the Acquired Real Property Leases has been materially modified since such copies were made available to Buyer. Seller is not a party to any oral real property leases with respect to the Acquired Leased Premises. With respect to each Acquired Real Property Lease (i) such lease is valid, binding, and in full force and effect; (ii) to Seller's Knowledge, except for matters resulting from the commencement of the Bankruptcy Case, there are no material disputes with respect to such lease or other disputes that would give the landlords a right to terminate such Acquired Real Property Leases except as set forth on Schedule 7.5(b) attached hereto; (iii) to Seller's Knowledge, no other party is in material breach or default under such lease and, as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation no party has been disclosed in writing to the Agent given notice of termination; and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except (iv) except as set forth in on Schedule 6.1(ee7.5(b) attached hereto, Seller has not assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered such lease or any interest therein, except for any Permitted Liens and except for Liens granted to Seller's prepetition and postpetition creditors pursuant to the Cash Collateral Order in connection with the Bankruptcy Case (which shall provide that all such liens shall attach and be transferred to the proceeds of the sale contemplated by this Agreement). (c) Seller is in peaceful and undisturbed possession of the Acquired Owned Real Property and the Acquired Leased Premises and there are no pending eminent domain proceedings against contractual or legal restrictions that preclude or restrict its ability to use the same for the purposes for which they are currently being used. Each parcel of Acquired Owned Real Property and Acquired Leased Premises is occupied under a valid and current certificate of occupancy or similar permit and there are no facts known to Seller that would prevent the Acquired Owned Real Property and Acquired Leased Premises from being occupied by Buyer after the Closing in the same manner as occupied by Seller immediately prior to the Closing. All Permits used by or in connection with the Acquired Owned Real Property and Acquired Leased Premises are in good standing and not in default in any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofmaterial respect, and, to Seller's Knowledge, there is no event that, with the knowledge passage of time or giving of notice, or both, would constitute a violation of or breach of any such Permit, except where the violation or breach would not be reasonably likely to have a material adverse effect on any such Acquired Restaurant. (d) Seller has good and valid title to all furniture, trade fixtures, machinery, computers, cash registers and equipment owned by Seller located at and used in connection with the operation of the BorrowerAcquired Restaurants and the Acquired Operations (including Seller's rights to such furniture, no fixtures and equipment under the Equipment Leases, the "FF&E"). The FF&E is all of the FF&E necessary to operate the Acquired Restaurants and the Acquired Operations as of the Closing Date as currently operated. The FF&E is to be sold and conveyed to Buyer hereunder in "as is, where is" condition. (e) Schedule 7.5(e) attached hereto lists all of the material equipment leases under which Seller is lessee or sublessee of any FF&E or other personal property used in the operation of the Acquired Restaurants and the Acquired Operations (the "Equipment Leases"). True, correct and complete copies of the Equipment Leases and all amendments thereto have been made available to Buyer by Seller. Except as permitted herein, such proceedings Equipment Leases have not been further modified in any material respect, are presently threatened or contemplated by any taking authority which, valid and legally binding upon the parties thereto and remain in full force and effect in all such eventsmaterial respects. Except for matters resulting from the commencement of the Bankruptcy Case, individually there is not, to Seller's Knowledge, under any of the Equipment Leases: (i) any default by Seller or in the aggregate have had or lessors that could reasonably be expected anticipated to have a Material Adverse Effect. None ; or (ii) any event which, with notice or lapse of time, or both, would constitute a default by either Seller or by the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or lessors that could reasonably be expected anticipated to have any a Material Adverse Effect. (f) Seller has good and valid title to or leasehold interest in the Acquired Buildings and Leasehold Improvements. The Acquired Buildings and Leasehold Improvements are to be sold and conveyed to Buyer hereunder in "as is, where is" condition.

Property. All (a) Neither the Company nor any of its Subsidiaries owns any fee title interest in real property. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the Borrower’sbusinesses of the Company and its Subsidiaries free and clear of any Liens, except Permitted Liens. (c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, either the Company or a Subsidiary of the Company has a good and valid leasehold, license or similar interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other Obligors’ agreements are, collectively and their respective Subsidiaries’ properties are including all amendments thereto, the “Company Real Property Leases”), in good repair each case, free and condition, subject to ordinary wear and tear, clear of all Liens other than (xany Permitted Liens. Section 4.16(b) with respect to deferred maintenance existing of the Company Disclosure Letter sets forth a true and complete list, as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation of all Company Leased Real Property that is material to the Company and its Subsidiaries taken as a whole. A true and complete copy of each of the Company Real Property Leases that is material to the Company and its Subsidiaries taken as a whole has been disclosed in writing Made Available to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentParent. Except as set forth in Schedule 6.1(ee) heretohas not been, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, and would not reasonably be expected to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventsbe, individually or in the aggregate have had or could reasonably be expected aggregate, material to have the Company and its Subsidiaries, taken as a Material Adverse Effect. None whole, each Company Real Property Lease (A) is a valid and binding obligation, enforceable in accordance with its terms, of the property Company or the Subsidiary of the BorrowerCompany that is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, (B) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the Company’s Knowledge, the landlord thereunder, exists under any such Company Real Property Lease, (C) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a default under any such Company Real Property Lease and (D) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, with or without notice, the passage of time, or both, give rise to any right of the landlord or any other Obligors or their respective Person under any Company Real Property Lease. Neither the Company nor any of its Subsidiaries is now damaged currently subleasing, licensing or injured as otherwise granting any Person any right to use or occupy a result Company Leased Real Property, nor has the Company or any of its Subsidiaries granted any firePerson any future right to sublease, explosion, accident, flood license or other casualty in any manner which individually otherwise use or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectoccupy a Company Leased Real Property.

Property. All (1) Each of the BorrowerCompany and its Subsidiaries has good, and in the case of real property, insurable, title to, or, in the case of securities and investments, a “security entitlement” (as defined in the Uniform Commercial Code) in, or in the case of leased property, a valid and enforceable leasehold interest in, all property (whether real or personal, tangible or intangible, and including securities and investments) (all real property leased or owned by the Company or its Subsidiaries, including all appurtenances and improvements thereto and fixtures thereon, being referred to herein as “Company Real Property”), and assets purported to be owned or leased by the Company or its Subsidiaries, except for the following (collectively, “Permitted Liens”): (i) immaterial defects that do not detract from the value of the property, (ii) statutory Liens for current Taxes or other governmental charges or withholding not yet due and payable or the amount or validity of which is being contested in good faith and for which appropriate reserves required pursuant to GAAP have been made, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or similar Liens arising in the ordinary course, (iv) zoning, entitlement, building and other Obligors’ land-use regulations imposed by Governmental Entities which are not violated by the current use and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition operation of such property as permitted in this Sectionor which can be insured over, (v) covenants, conditions, restrictions, easements and (y) where the failure other similar non-monetary matters of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor record affecting title to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had do not materially impair the occupancy and use of such property and (vi) any right of way or could reasonably be expected easement related to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner public roads which individually or in the aggregate do not materially impair the occupancy and use of such property. (2) The Company has had Previously Disclosed to Purchaser a complete and accurate list of all Company Real Property, and has made available to Purchaser complete and accurate copies of all lease documents relating to real property leased by the Company or could reasonably be expected to have any Material Adverse Effect.its