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 (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 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 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 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 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 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) 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 (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. (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 (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 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 ' 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. 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 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 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 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) The Company does not own a fee interest in any real property. (b) Section 4.12(b) of the Borrower’sCompany Disclosure Schedule contains a list of all leases, subleases and other occupancy agreements, including all amendments, supplements, extensions and other modifications including the dates of such documents, the other Obligors’ parties thereto, any extension or expansion options and their respective Subsidiaries’ properties are rent payable thereunder (the "Leases") for real property (the "Leased Real Property") to which the Company is the "tenant," "subtenant" or other lessee party. The Company has a good and valid leasehold interest in good repair and condition, 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 Leased Real Property, free from all Liens, encroachments, encumbrances or other defects in title, except as permitted described in this Section, and (ySection 4.12(b) where the failure of the properties of any Subsidiary of Company Disclosure Schedule and except for such Liens, encroachments, encumbrances or other defects in title which individually or in the Borrower or any Subsidiary of an Obligor to be in good repair and condition has aggregate have not had or could and would not reasonably be reasonably expected to have a Company Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has completed or caused to be completed an appropriate investigation Each Lease is in full force and effect and is a valid, binding and enforceable obligation 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 Company in accordance with customary standards which discloses that such property is not in violation its terms. There exists no material default or condition which, with the giving of notice, the passage of time or both, would reasonably be expected to become a material default of the representations Company under any Lease. The Company has previously delivered to Parent true and covenants set forth complete copies of all the Leases. Except as described 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 4.12(b) of the BorrowerCompany Disclosure Schedule, no consent, waiver, approval or authorization is required from the other Obligors landlord under any Lease as a result of the execution of this Agreement or their respective Subsidiaries which are delinquentthe consummation of the Transactions. (c) The Leased Real Property constitutes all of the real property owned, leased, occupied or used by the Company in connection with the business of the Company. Except as set forth in Schedule 6.1(eeSection 4.12(c) heretoof the Company Disclosure Schedule, other than the Company, there are no pending eminent domain proceedings against parties in possession or parties having any property current or future right to occupy any of the Borrower, Leased Real Property during the other Obligors term of any Lease regarding such Leased Real Property. The Leased Real Property is sufficient and appropriate for the conduct of the business of the Company as it is currently conducted or their respective Subsidiaries or any part thereof, and, as it is currently proposed to be conducted. To the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, Company (i) the Leased Real Property conforms in all such eventsmaterial respects to all applicable building, zoning and other laws, ordinances, rules and regulations, (ii) all licenses and other approvals necessary to the current occupancy and use of the Leased Real Property have been obtained and are in full force and effect, and there have been no violations thereof that individually or in the aggregate have had or could reasonably would be expected to have a Company Material Adverse Effect. None Effect and (iii) there exists no breach or violation of any covenant, condition, restriction, easement, agreement or order affecting any portion 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 Leased Real Property which individually or in the aggregate has had or could would reasonably be expected to have any a Company Material Adverse Effect. To the knowledge of the Company, there is no pending or threatened condemnation proceeding affecting any portion of the Leased Real Property. (d) Except as set forth in Section 4.12(d) of the Company Disclosure Schedule, the Company owns good title, free and clear of all Liens, to all property and assets necessary to conduct the business of the Company as currently conducted, except for (i) Liens reflected on the Company's consolidated balance sheet at December 31, 2001 included in the Company SEC Reports, (ii) Liens or imperfections of title which do not detract from the value or interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (iii) Liens for current Taxes not yet due and payable. The Company, as lessee, has the right under valid and subsisting leases to use, possess and control all personalty leased by the Company as now used, possessed and controlled by the Company, as applicable.

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 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 Section 4.15 of the Borrower, the other Obligors Company Disclosure Schedule 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 eventswould not, individually or in the aggregate aggregate, have had or could reasonably be expected to have a Company Material Adverse Effect. None : (i) the Company and each of its Subsidiaries has good, valid and marketable title to, or a good and valid leasehold or sublease interest or other comparable contract rights in or relating to, all of the property real and other properties and assets which are reflected on the most recent consolidated balance sheet of the BorrowerCompany as being owned by the Company or one of its Subsidiaries or have been acquired after the date hereof, in each case free and clear of any Liens other than under the Credit Facility, except as have been disposed of in the ordinary course of business consistent with past practice; (ii) the Company and each of its Subsidiaries have complied with the terms of all leases or subleases to which it is a party and under which it is in occupancy, and all leases to which the Company is a party are valid, binding and in full force and effect; (iii) neither the Company nor any of its Subsidiaries has received any written notice of any material default with respect to any lease or sublease to which it is a party which default continues on the date of this Agreement; (iv) the use and operation of the owned and leased real property used by the Company and its Subsidiaries do not violate any Law, covenant, condition, restriction, easement, license, permit or agreement and (v) neither the Company nor any of its Subsidiaries has received written notice from any lessor with respect to the termination, non-renewal or renegotiation of the terms of, and to the Knowledge of the Company, no lessor intends to terminate, not renew or renegotiate the terms of, any such lease. Section 4.15 of the Company Disclosure Schedule lists all material real property leased by the Company and its Subsidiaries, and the address, landlord and tenant for each such lease. The real property owned by the Company and its Subsidiaries has a fair value that does not exceed $10 million in the aggregate. As used in this Section 4.15, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of term “Subsidiary” excludes 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 EffectAffiliated Medical Group.

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’ 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 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 eventswould not, individually or in the aggregate have had or could aggregate, reasonably be expected to have a Company Material Adverse Effect. None , the Company or one of its Subsidiaries has good title to all the properties and assets reflected in the latest audited balance sheet included in the Company 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 consistent with past practice), free and clear of all Liens other than Permitted Liens. (ii) Except as set forth in Section 5.1(m)(ii) of the property of the BorrowerCompany Disclosure Letter or as would not, 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 aggregate, reasonably be expected to have any a Company Material Adverse Effect: (a) the Company or one of its Subsidiaries has good and marketable fee simple title to all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”) and to all of the buildings, structures and other improvements thereon free and clear of all Liens other than Permitted Liens; (b) neither the Company nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any person the right to use or occupy the Owned Real Property which lease, license or grant is currently in effect or collaterally assigned or granted any other security interest in the Owned Real Property which assignment or security interest is currently in effect; (c) there are no outstanding agreements, options, rights of first offer or rights of first refusal on the part of any party to purchase any Owned Real Property; and (d) there is not pending or, to the Knowledge of the Company, threatened any condemnation proceedings related to any of the Owned Real Property. Section 5.1(m)(ii) of the Company Disclosure Letter contains a complete and correct list of all Owned Real Property, and sets forth (x) the location and (y) nature and use of such Owned Real Property. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) each lease, sublease or license pursuant to which the Company and its Subsidiaries leases, subleases or licenses any real property (the “Leases”) is a valid and binding obligation on the Company and each of its Subsidiaries party thereto and, to the Knowledge of the Company, each other party thereto and is in full force and effect and enforceable in accordance with its terms; (b) there is no breach or default under any Lease by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto; (c) no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a breach or default under any Lease by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto; and (d) the Company or one of its Subsidiaries that is either the tenant, subtenant or licensee named under the Lease has a good and valid leasehold interest in each parcel of real property which is subject to a Lease and is in possession of the properties purported to be leased, subleased or licensed thereunder. Section 5.1(m)(iii) of the Company Disclosure Letter contains a complete and correct list of all Leases that are material to the Company and its Subsidiaries, and the Company has made available to Parent complete and correct copies of all such material Leases (including modifications, supplements, amendments and waivers). (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (a) the Company and each of its Subsidiaries has good and marketable title to, or a valid and binding leasehold interest in, all of the personal property used by the Company and its Subsidiaries in the operation of their businesses, free and clear of all Liens, other than Permitted Liens and (b) all significant operating equipment of the Company and its Subsidiaries is in good operating condition, ordinary wear and tear excepted.

Property. (a) Each of the Transferred Companies has good title, free and clear of all Liens, to all of its Owned Real Property, that are reflected as owned by it on the Interim Financial Statements except (i) as set forth on Section 4.14 of the Seller Disclosure Letter, and (ii) for Permitted Liens. (b) 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 Leased 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 Section 4.14 of the Borrower, Seller Disclosure Letter (the other Obligors or their respective Subsidiaries which are delinquent“Transferred Company Leases”). Except as set forth in Schedule 6.1(ee) heretoSection 4.14 of the Seller Disclosure Letter, all Transferred Company Leases are free and clear of all Liens (other than Permitted Liens), and valid, legally binding and enforceable against the Transferred Company party thereto and, to the Knowledge of the Sellers, enforceable by the Transferred Company party thereto, in each case in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect, affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. Except as set forth in Section 4.14 of the Seller Disclosure Letter, each Transferred Company is not in default under any of the Transferred Company Leases, and to the Knowledge of the Sellers, none of the other parties to the Transferred Company Leases is in material default under any of the Transferred Company Leases. To the Knowledge of the Sellers, there are no pending eminent domain proceedings against leases, subleases, licenses or other agreements granting to any property Person other than the Transferred Companies any right to the possession, use, occupancy or enjoyment of the Borrowerreal property owned or leased by the Transferred Companies, the other Obligors or their respective Subsidiaries or any part portion thereof, andexcept as set forth in Section 4.14 of the Seller Disclosure Letter or as set forth on the relevant Transferred Company Title Policy or in the Transferred Company Leases. (c) No Condemnation proceedings have commenced against the Real Property, nor has any Seller received written (or to the Knowledge of the Sellers oral) notice of any Condemnation proceedings and to the Knowledge of the Sellers, no such Condemnation proceedings are threatened against the Real Property, and no actions are pending or, to the knowledge Knowledge of the BorrowerSellers, threatened for the relocation of roadways providing access to the Real Property. (d) No Seller has received any written notices of violation from any Governmental Bodies or any other party (excluding notices of violations or claims of violations of Environmental Laws, which are covered by Section 4.11) with respect to the Real Property which remain uncured. (e) Except as set forth in Section 4.14 of the Seller Disclosure Letter, to the Knowledge of the Sellers, sewer, water, gas, telephone, electric lines and drainage facilities are adequate to presently service the current operations of the Project on the Real Property. Further, the Real Property has adequate rights of access to public ways (and the Leased Property makes no such proceedings material use of any means of access, ingress or egress that is not pursuant to dedicated public ways or recorded, irrevocable rights-of-way or easements or the terms of the applicable Transferred Company Leases), and all roads necessary for use by the Project on the Real Property for its current operation have been completed. (f) Except as set forth in Section 4.14 of the Seller Disclosure Letter, to the Knowledge of the Sellers, (i) there are presently threatened no pending public plans or contemplated by any taking authority whichproposals for changes in road grade, in all such eventsaccess or other improvements which would have a Transferred Company Material Adverse Effect, individually (ii) there is no pending ordinance or in other action authorizing improvements, the aggregate have had or could cost of which would reasonably be expected to have a Material Adverse Effect. None of be assessed in whole or in part against the property of Transferred Companies or the BorrowerReal Property which will not be paid by Sellers, (iii) the other Obligors or their respective Subsidiaries Real Property is now damaged or injured as a result free of any firematerial damage or waste, explosion, accident, flood or other casualty in any manner which individually or in and (iv) the aggregate has had or could reasonably be expected to have any Material Adverse Effect.Real Property and the operation of

Property. All (a) The Company has 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. The material tangible personal property currently used in the operation of the businesses of the Company and its Subsidiaries is in good working order (reasonable wear and tear excepted), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) 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 for an annual base rent in excess of $400,000 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 conditionclear of all Liens other than any Permitted Liens. Section 4.16(b) of the Company Disclosure Schedules sets forth a true, correct and complete list of all Company Leased Real Property. A true, correct and complete copy of each of the Company Real Property Leases has been Made Available to Parent. Each Company Real Property Lease (A) is a valid and binding obligation, enforceable in accordance with its terms, of the Company or the Subsidiary of the Company that is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to ordinary wear and tearthe Enforceability Exceptions, other than (xB) with respect to deferred maintenance existing as no uncured default of a material nature on the part of the date 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 acquisition notice, the passage of time, or both, would constitute a material breach or default under any such property as permitted in this Section, Company Real Property Lease and (yD) where neither the failure execution and delivery of this Agreement nor the consummation of the properties 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 Person under any 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 a Company Leased Real Property, nor has the Company or any of its Subsidiaries granted any Person any future right to sublease, license or otherwise use or occupy a Company Leased Real Property. (c) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property or any interest therein, nor is party to any Contract to purchase any real property or any interest therein. (d) Neither the Company nor any of its Subsidiaries has received notice of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be material Proceedings 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’seminent domain, 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 condemnation or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which similar proceedings that 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 thereofpending, and, to the knowledge of the BorrowerCompany’s Knowledge, there are no such proceedings are presently threatened or contemplated affecting any of the Company Leased Real Property. Neither the Company nor any of its Subsidiaries has, since January 1, 2017, received notice of the existence of any material outstanding Order or of any pending Proceeding, and, to the Company’s Knowledge, there is no such material Order, or Proceeding threatened, relating to the ownership, lease, use, occupancy or operation 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 Person of the property of Company Leased Real Property, except as would not be material to the BorrowerCompany and its Subsidiaries, the other Obligors or their respective Subsidiaries is now damaged or injured taken 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 Effectwhole.

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 (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 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 (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 (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 (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 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 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 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 (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 (a) Neither Seller nor any of its Subsidiaries owns any real property parcels. Section 4.11(a) of the Borrower’sSeller Disclosure Letter sets forth a true, complete and accurate list of all leases, subleases or other occupancy arrangement with respect to the Business pursuant to which Seller or any of its Subsidiaries is a party or has a right to use the real property owned by another Person (the “Leases”), including the address or location and use of the subject Leased Real Property. (b) Each of Seller and its Subsidiaries that leases Leased Real Property pursuant to a Lease has a valid leasehold interest therein, free and clear of all Liens, except as would not reasonably be expected to materially and adversely affect the continued use of the property for the purposes for which the property is being used by Seller and its Subsidiaries. (c) There are no Contracts giving any Person other Obligors’ than Seller or any of its Subsidiaries any right to access, use or occupy any portion of the Leased Real Property, and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tearthere is no Person, other than (x) with respect Seller or any of its Subsidiaries, in possession or having any right to deferred maintenance existing as occupy any of the date Leased Real Property. Neither Seller nor any 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 its 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 thereofhas, and, to the knowledge Knowledge of Seller, no landlord of any Leased Real Property has, exercised any option or right to terminate, renew or extend or otherwise materially affect the rights or obligations of the Borrowertenant under any Lease. True, no such proceedings are presently threatened or contemplated by any taking authority whichcomplete and accurate copies of all Leases have been made available to Buyer. (d) The ownership, in all such eventsoccupancy, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None use and operation of the property Leased Real Property does not violate in any material respect any instrument of record or Contract affecting such property. (e) There are no pending or, to the Knowledge of Seller, threatened (i) appropriation, condemnation, eminent domain or like Actions relating to the Leased Real Property or (ii) Actions to change the zoning classification, variance, special use, or other applicable land use Law of any portion or all 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 EffectLeased Real Property.

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 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 Section 3.14(a) of the Borrower’sCompany Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or its Subsidiaries (“ Company Owned Real Property ”), (ii) the address or the airport location of all material leasehold or subleasehold estates, and concessions or other Obligors’ rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by or for the Company or its Subsidiaries (the “ Company Leased Real Property ”). The Company or its Subsidiaries have made available (or within 10 business days following the date hereof will make available) to Parent correct and their respective complete copies of all material instruments, licenses and agreements, together with all amendments, modifications, extensions and supplements thereto, granting to the Company or its Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tearleasehold interests, other than (x) concession or operating rights with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionCompany Leased Real Property (each, a “ Lease”, and (y) where collectively, the failure of “ Leases”). Each Lease grants the properties of any Subsidiary of tenant thereunder the Borrower or any Subsidiary of an Obligor exclusive right to be in good repair use and condition occupy the premises and the tenant enjoys peaceful and undisturbed possession thereof, except as has not had or could and would not reasonably be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect on either the Borrower or the REIT GuarantorCompany. The Borrower has completed Company and its Subsidiaries have not subleased, licensed or caused otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as have not had and would not reasonably be completed an appropriate investigation of expected to have, either individually or in 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 appropriateaggregate, a “Phase II” reportMaterial Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in each case prepared by good condition and are in all material respects adequate to operate the business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of Material Adverse Effect on 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. Except as set forth in Schedule 6.1(ee) heretothe Leases, there are no pending eminent domain proceedings against neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any property option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Borrower, Company Owned Real Property or the other Obligors or their respective Subsidiaries Company Leased Real Property or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened portion thereof 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 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 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 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 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 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 Section 3.14(a) of the Borrower’sCompany Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or its Subsidiaries (“Company Owned Real Property”), (ii) 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 address or the airport location of the date of acquisition of such property as permitted in this Sectionall material leasehold or subleasehold estates, 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 concessions or other taxes rights to use or assessments on occupy any land, buildings, structures, improvements, fixtures or against any other interests in real property of held by or for the Borrower, Company or its Subsidiaries (the other Obligors or their respective Subsidiaries which are delinquent“Company Leased Real Property”). Except as set forth in Schedule 6.1(eeSection 3.14(a) hereto, there are no pending eminent domain proceedings against any property of the BorrowerCompany Disclosure Schedule, the other Obligors Company or their respective its Subsidiaries have made available (or any part thereofwithin 10 Business Days following the date hereof will make available) to Parent correct and complete copies of all material instruments, andlicenses and agreements, together with all amendments, modifications, extensions and supplements thereto, granting to the knowledge of Company or its Subsidiaries, leasehold interests, concession or operating rights with respect to the BorrowerCompany Leased Real Property (each, no such proceedings are presently threatened or contemplated by any taking authority whicha “Lease”, in all such eventsand collectively, the “Leases”). Each Lease grants the tenant thereunder the exclusive right to use and occupy the premises and the tenant enjoys peaceful and undisturbed possession thereon, except as has not had and would not reasonably be expected to have, either individually or in the aggregate aggregate, a Material Adverse Effect on the Company. The Company and its Subsidiaries have not subleased, licensed or otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, 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 either individually or in the aggregate has aggregate, a Material Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in good condition and are in all material respects adequate to operate the business as currently conducted, except as have not had or could and would not reasonably be expected to have any have, either individually or in the aggregate, a Material Adverse EffectEffect on the Company. Except as set forth in the Leases, neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Company Owned Real Property or the Company Leased Real Property or any portion thereof or interest 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 (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) 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) 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 (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 (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 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 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 (a) Section 3.13(a) of the Borrower’sSeller’s Disclosure Schedule lists, 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 all real property that is owned by the Agent Company (collectively, together with all easements, licenses, rights 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 Borrowerappurtenances relating thereto, the other Obligors or their respective Subsidiaries “Owned Real Property”) and all real property in which are delinquentthe Company has a leasehold interest (all such property, the “Leased Real Property” and the leases pursuant to which the Leased Real Property is leased, the “Real Property Leases”). Except as set forth on Section 3.13(a) of Seller’s Disclosure Schedule, or except as would not reasonably be expected to result in Schedule 6.1(eea Material Adverse Effect with respect to the Company, the Company has (i) heretogood and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold title to all Leased Real Property, subject only to any Permitted Encumbrances. (b) Except as set forth on Section 3.13(b) of Seller’s Disclosure Schedule, with respect to each lease for Leased Real Property and except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect with respect to the property, (i) the Company has not received any notice from any other party to a lease for any Leased Real Property of the termination thereof, (ii) no default has occurred or is continuing under any lease for any Leased Real Property and (iii) no material dispute or controversy exists under any material lease for any Leased Real Property. (c) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, there are no existing or 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 in writing, condemnation or eminent domain proceedings are presently threatened to which a material portion of the Leased Real Property or contemplated by the Owned Real Property is subject. (d) The Company has not received written notice of any taking authority whichcurrent or pending material regulatory proceedings, in all such eventsadministrative actions or litigation relating to any portion of the Leased Real Property or the Owned Real Property, individually as applicable. (e) Section 3.13(e) of the Seller’s Disclosure Schedule sets forth the Owned Real Property and the Leased Real Property that is being marketed for sale, lease or in sublease as of the aggregate have had or could date of this Agreement. (f) Except as would not reasonably be expected to have result in a Material Adverse EffectEffect with respect to the Company, the Company has not assigned, leased, sublet, transferred, disposed of or permitted to exist any Encumbrance (other than a Permitted Encumbrance), on its interest in any Leased Real Property or the Owned Real Property. None Seller has delivered or otherwise made available to Purchaser and Life Reinsurer copies of the property Real Property Leases as in effect on the date of the Borrowerthis Agreement, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any firetogether with all amendments, explosionextensions, accidentrenewals, flood guaranties, modifications, supplements or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectagreements, if any, thereto.

Property. All (a) None of Seller or any of its Subsidiaries owns any real property. Section 2.12(a) of the Borrower’sDisclosure Schedule sets forth an accurate and complete list of all real property leased by Seller or any of its Subsidiaries (each, a “Leased Facility” and collectively, the “Leased Facilities”), and a true and complete list of all leases, subleases, licenses, concessions and other Obligors’ agreements (whether written or oral), including all amendments, extensions, renewals, guaranties and their respective Subsidiaries’ properties are other agreements with respect thereto, pursuant to which Seller or any of its Subsidiaries holds any Leased Facility (collectively, the “Leases”). Except as otherwise disclosed on Section 2.12(a) of the Disclosure Schedule, none of Seller or any of its Subsidiaries has entered into any written or oral sublease, license, option or other right granting to any Person the right to use or occupy any portion of any Leased Facility or has pledged, mortgaged or otherwise granted a Lien (other than a Permitted Lien) on its leasehold interest in any Leased Facility. (b) To Seller’s Knowledge, all of the material tangible personal property included in the Purchased Assets, and all of the material tangible personal property of the Subsidiaries of Seller, was erected, installed, positioned and operated in accordance with all applicable industry standards (in effect as of the applicable time of such erection, installation, positioning or operation) and is in good repair working order 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 Sectiontear excepted, and is adequate for the uses to which it is being put. In the twelve (y12) where month period preceding the failure Valuation Date, there has not been any material damage, destruction or loss (whether or not covered by insurance) to any Purchased Asset or any material asset or property of the properties of any a Subsidiary of Seller (excluding, for the Borrower or any Subsidiary avoidance of an Obligor doubt, ordinary wear and tear to be in good repair assets 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 Effectproperties).

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 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. 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) 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 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 (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 (i) The Company or its Subsidiaries is the registered and beneficial owner of the Borrower’sreal property described in section (t) of the Company Disclosure Letter (together with all improvements located thereon and all easements and other rights and interests appurtenant thereto, collectively, the “Company Owned Real Property”) and holds fee simple title thereto, free and clear of all Liens, except Permitted Liens. (ii) Other than the Company Owned Real Property, the Company and its Subsidiaries do not own any other Obligors’ real property. Neither the Company nor its Subsidiaries is a party to any Contract or option to purchase any real property or interest therein. (iii) In respect of the Company Owned Real Property: neither the Company 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 Company Owned Real Property; there are no leases in respect of the Company 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 Company Owned Real Property or any part thereof other than Permitted Liens; the Company 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 Company’s and its Subsidiaries present use of and operations on the Company Owned Real Property; the Company 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 Company, the use, ownership, occupancy and operation of the Company 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 Company or its Subsidiaries as currently conducted at such Company Owned Real Property and sufficient for their current occupancy and use; neither the Company 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 Company 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 BorrowerCompany, no such proceedings special Taxes, levies or assessments are presently threatened pending or contemplated contemplated. (iv) Each property currently leased or subleased by the Company 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 rights and privileges under the leases related thereto, collectively, the “Company Leased Properties”) is listed in section (t) of the Company Disclosure Letter, identifying the documents under which such leasehold interests are held (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 “Company Lease Documents”). The Company or its Subsidiaries, as applicable, holds good and valid leasehold interests in the Company Leased Properties, free and clear of all Liens on the leasehold interest other than Permitted Liens. Each of the Company Lease Documents is valid, binding and in full force and effect as against the Company and its Subsidiaries, as applicable, and to the knowledge of the Company, as against the other parties thereto. Neither the Company, its Subsidiaries nor, to the knowledge of the Company, any taking authority whichof the other parties to the Company Lease Documents, is in all material breach or violation or default (in each case, with or without notice or lapse of time or both) under any of the Company Lease Documents which breach, violation or default has not been cured, and the Company and its Subsidiaries has not received or given any notice of default under any such eventsagreement which remains uncured, and to the knowledge of the Company, no event has occurred which with the giving of notice or passage of time, or both, would constitute a breach or default under any Company Lease Documents. There are no current material disputes with respect to such Company Lease Documents. No security deposit or portion thereof deposited with respect to any Company 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 Company Disclosure Letter, neither the Company nor its Subsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Company Lease Documents. Neither the Company not its Subsidiaries has subleased, licensed or otherwise granted any other party the right to use or occupy any Company Leased Properties or any portion thereof, and there are no Persons other than the Company or its Subsidiaries occupying or holding valid rights to occupy the Company Leased Properties. Neither the Company nor its Subsidiaries has collaterally assigned or granted any security interest in any Company Lease Documents or any interest therein. The Company Leased Properties, including without limitation, the 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 current use, and, to the Company’s knowledge, there are no material structural or other physical defect or deficiency in the condition of such improvements, and to the Company’s knowledge, there are no facts or conditions that would, individually or in the aggregate have had aggregate, interfere in any material respect with the use or could reasonably be expected to have a Material Adverse Effect. None occupancy of such Company Leased Properties in the operation of the property business of the BorrowerCompany and its Subsidiaries as currently conducted thereon. Neither the use nor occupancy thereof violates in any way any applicable Laws, licenses, certificates, permits, covenants, conditions or restrictions, whether state, local or private, and the other Obligors Company or its Subsidiaries has received all required permits, certificates, licenses, authorizations and approvals under Law in connection with the use and occupancy thereof. (v) The Company and each of its Subsidiaries has good and valid title to, or a valid and enforceable leasehold interest in, all of its and their respective Subsidiaries is now damaged other material assets and property not listed above in paragraph (t) and the Company’s and its Subsidiaries’ ownership of or injured as a result of any fire, explosion, accident, flood or other casualty leasehold interest in any manner which individually such property is not subject to any Liens, except for Permitted Liens. (vi) The Company Owned Real Property and the Company Leased Properties, as applicable, are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of the Company’s and its Subsidiaries facilities. The Company Owned Real Property and the Company Leased Properties constitute all of the real property owned, leased, subleased, licensed or otherwise used or occupied by the Company and its Subsidiaries or otherwise used in connection with the aggregate has had or could reasonably be expected to have any Material Adverse Effectbusiness of the Company.

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 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 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) 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 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 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 of The Grantor shall cause all-risk aircraft hull insurance covering the Borrower’sAircraft, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) including all-risk coverage with respect to deferred maintenance existing as any Engine or Part while not installed on the Aircraft, to be maintained in effect. Insurance required under this Section 5.1(b) shall at all times while any Liabilities are outstanding be for an amount not less than the purchase price 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 Aircraft as set forth in Schedule 6.1(eethe Purchase Agreement. Any policies maintained in accordance with this Section 5.1 shall (i) heretobe with insurance companies of recognized responsibility, there are no pending eminent domain proceedings against (ii) name the Lender, as an additional insured, as its interest may appear (but without imposing upon the Lender any property obligation imposed upon the insured, including, without limitation, the liability to pay the premiums for such policies), (iii) in the case of the Borrowerinsurance described in clause (b), provide that any loss shall be payable to the Lender as its interest may appear, (iv) provide that, in respect of the interest of the Lender in such policies, the insurance shall not be invalidated by any action or inaction directly or indirectly by, for or on behalf of any Person other Obligors the Lender, and shall insure the Lender as its interest may appear regardless of any breach or their respective Subsidiaries violation of any warranty, declaration or condition contained in such policies by Grantor or any part other Persons, (v) provide that as against the Lender, the insurers shall waive any rights of subrogation to the extent that the Grantor has waived such rights (and the Grantor hereby irrevocably and unconditionally waives any right of subrogation against the Lender, except for claims arising out of the gross negligence or willful misconduct of the Lender), and (vi) provide that if such insurance is cancelled for any reason whatever, or is changed in any material respect, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Lender, for 30 days after receipt by the Lender of written notice by such insurers of such cancellation, change or lapse. Each insurance policy required under this Section 5.1 shall be primary without right of contribution from any other insurance which is carried by the Lender with respect to its interest in the Aircraft. Nothing contained herein shall prevent the Lender from maintaining additional insurance at its own expense, provided that the maintaining of such insurance shall not prejudice the Grantor's ability to obtain, or recover under, the insurance required to be maintained hereunder at the direction of the Grantor or any reinsurance thereof. In the event that the Grantor shall fail to cause insurance to be maintained as herein provided, the Lender may at its option (but shall not be obligated to) provide such insurance and in such event, the Grantor shall, upon demand, reimburse such Person for the cost thereof, andtogether with interest thereon at the Default Rate, which reimbursement obligation shall be secured by the Collateral. No such payment, performance or compliance shall be deemed to cure any default hereunder or otherwise relieve the Grantor of its obligations with respect thereto. Nothing contained in this Article 5 shall limit or prohibit any Indemnified Party from obtaining insurance for its own account, and any proceeds payable thereunder shall be payable as provided in the insurance policy relating thereto; provided, however, that no such insurance may be obtained which would limit or otherwise adversely affect the coverage of any insurance which the Grantor causes to be maintained with respect 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 EffectAircraft.

Property. All (a) Except for WPI Excluded Assets and WIN Excluded Assets and except as set forth in Section 3.10 of the Borrower’sDisclosure Schedule, to the extent material to the Business, each of WPI and WIN has and immediately after Closing, Buyer will have good and valid title to all property, equipment and other assets reflected on the most recent balance sheet of WPI contained in the WPI Financial Statements or acquired by WPI or WIN after the date of such balance sheet (except for property, equipment and other assets sold since the date of such balance sheet in the ordinary course of business consistent with past practices) (the "Company Property"), free and clear of any Lien, except for Permitted Liens. The Sellers and the Acquired Subsidiaries do not own any real property that is used in connection with the Business. Section 3.10(a) of the Disclosure Schedule lists all of the agreements (the "Leases") pursuant to which WPI, WIN and the Acquired Subsidiaries lease, sublease, license or otherwise occupy (whether as landlord, tenant, or other occupancy arrangement) any real property used in connection with the Business as it is presently conducted (the "Leased Property"). WPI, WIN and the Acquired Subsidiaries have and immediately after the Closing, Buyer or the Acquired Subsidiaries, as the case may be, will have, good and valid leasehold estate to the Leased Property, free and clear of any Liens other than the Permitted Liens. Each of WPI, WIN and the Acquired Subsidiaries has valid and enforceable leases for the Leased Property and the equipment, furniture and fixtures purported to be leased by them except for leases, the failure of which to have or be enforceable, would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Business. Except as set forth in Section 3.10(a) of the Disclosure Schedule, with respect to each Lease, (i) there is no default or event which, with notice or lapse of time or both, would constitute a default on the part of a Seller, Acquired Subsidiary or WPI, as the case may be (nor to the Sellers' Knowledge, 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 Sectionparties thereto), and (yii) where WPI or WIN have not received any notice of termination from the failure of other party. (b) There are no pending lawsuits or administrative proceedings concerning the properties of any Subsidiary of Company Property or Leased Property that, if adversely determined against 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 Sellers, would 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 thereofBusiness, and, to the knowledge of the BorrowerSellers' Knowledge, no such proceedings are presently threatened proceeding or contemplated by any taking authority which, in all such events, individually or in lawsuit is currently threatened. (c) Upon the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None consummation of the property of the BorrowerContribution, the other Obligors Company will have, and at the Closing the Buyer will have, acquired good and valid title in and to, or their respective Subsidiaries is now damaged or injured as a result of any firevalid leasehold interest in, 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 EffectWPI Assets and the WIN Assets.

Property. (i) Parent and its Subsidiaries possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs, domain names and copyrights necessary for the operation of the businesses of each of Parent and its Subsidiaries (collectively, the "Parent Intangible Property"), except where the failure to possess or have adequate rights to use such properties could not reasonably be expected to result in a Parent Material Adverse Effect. All of the Borrower’sParent Intangible Property is owned or licensed by Parent or its Subsidiaries free and clear of any and all liens, claims or encumbrances, except those that could not reasonably be expected to result in a Parent Material Adverse Effect and neither Parent nor any such Subsidiary has forfeited or otherwise relinquished any Parent Intangible Property which forfeiture could reasonably be expected to result in a Parent Material Adverse Effect. To the knowledge of Parent, the use of the Parent Intangible Property by Parent or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service xxxx, brand xxxx, brand name, computer program, database, industrial design, domain name, copyright or any pending application therefor of any other Obligors’ person. There have been no claims made and their respective neither Parent nor any of its Subsidiaries has received any notice of any claim or otherwise knows that (A) any of the Parent Intangible Property is invalid or conflicts with the asserted rights of any other person or (B) any of the Parent Intangible Property has not been used or enforced or has failed to have been used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Parent Intangible Property, except, in the case of clauses (A) and (B) of this Section 3.2(m)(i), for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that could not reasonably be expected to result in a Parent Material Adverse Effect. (ii) All material items of operating equipment owned or leased by Parent and its Subsidiaries (A) are, in the aggregate, in a state of repair so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated and (B) are adequate, together with all other properties of Parent and its Subsidiaries’ , to comply in all material respect with the requirements of all applicable contracts, including sales contracts. Except for goods and other property sold, used or otherwise disposed of since January 1, 2006 in the Ordinary Course of Business, Parent and its Subsidiaries have good and defensible title to all oil and gas properties are forming the basis for the reserves reflected in good repair the Parent Reserve Reports (as hereinafter defined) as attributable to interests owned by Parent and conditionits Subsidiaries, subject and to ordinary wear all other properties, interests in properties and tearassets, other than (x) with respect real and personal, reflected in the Parent SEC Documents filed prior to deferred maintenance existing as of the date of acquisition this Agreement as owned by Parent and its Subsidiaries, free and clear of such property as permitted any liens, except: (A) liens reflected in the Parent SEC Documents filed prior to the date of this SectionAgreement, (B) liens for current taxes not yet due and payable, and (yC) where the failure such imperfections of the properties of any Subsidiary of the Borrower title, easements, liens, government 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 tribal approvals or other taxes or assessments on or against any property matters and failures of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except title 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 eventscould not, individually or in the aggregate have had or could aggregate, reasonably be expected to have result in a Parent Material Adverse Effect. None The leases and other agreements pursuant to which Parent and its Subsidiaries lease or otherwise acquire or obtain operating rights affecting any real or personal property given value in the Parent Reserve Reports are in good standing, valid and effective, and the rentals due by Parent or any Subsidiary of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result Parent to any lessor of any firesuch oil and gas leases have been properly paid, explosion, accident, flood or other casualty except in any manner which individually or in the aggregate has had or each case as could not reasonably be expected to have any result in a Parent Material Adverse Effect.

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 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 have, individually or in the aggregate, a Material Adverse Effect on either Republic, Republic or a Republic Subsidiary (a) has good and marketable title to all the Borrower properties and assets reflected in the latest audited balance sheet included in Republic SEC Reports as being owned by Republic or a Republic Subsidiary or acquired after the REIT Guarantor. The Borrower has completed date thereof (except properties sold or caused otherwise disposed of since the date thereof in the ordinary course of business) (the "REPUBLIC 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 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 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 Republic SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the "REPUBLIC LEASED PROPERTIES" and, collectively with the Republic Owned Properties, the "REPUBLIC 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 completed an appropriate investigation of leased thereunder, and each such lease is valid without default thereunder by 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, andlessee or, 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 BorrowerRepublic, the other Obligors or their respective lessor. There are no pending or, to the knowledge of Republic, threatened condemnation proceedings against the Republic Real Property. Republic and its Subsidiaries is now damaged or injured as a result are in compliance with all applicable health and safety related requirements for the Republic Real Property, including those under the Americans with Disabilities Act of any fire, explosion, accident, flood or other casualty in any manner which individually or in 1990 and the aggregate has had or could reasonably be expected to have any Material Adverse EffectOccupational Health and Safety Act of 1970.

Property. All Neither Company nor any of its subsidiaries owns any real property. Section 3.14 of the Borrower’sCompany Disclosure Letter is a complete and accurate list of all real property leases, subleases or other occupancy agreements to which Company or any of its subsidiaries is a party and each amendment thereto, and sets forth the address of the property, 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 name of the date of acquisition of such property as permitted in this Sectionlessor, and (y) where master lessor and/or lessee, the failure term of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair lease 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’slease or sublease. Each premises subject to any such lease, sublease or other occupancy agreement (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, including preparation of “Leases”) is hereinafter referred to as a “Phase ILeased Property.” report andCompany does not occupy any real property other than the Leased Property. Company has made available to Acquiror true, if appropriate, a “Phase II” report, in complete and correct copies of 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 Leases; no term or condition of any of the Leases has been disclosed modified, amended or waived except as shown in writing such copies; each of the Leases constitutes the entire agreement of the landlord and the tenant thereunder; and there are no other agreements or arrangements whatsoever relating to Company’s use or occupancy of any of the Agent and remediation actions satisfactory premises described in any of the Leases. Company has not transferred, mortgaged or assigned any interest in any of the Leases, nor has Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to Agent are being takenany other person or entity. There are no unpaid other parties occupying, or outstanding with a right to occupy, the Leased Property. Company and each of its subsidiaries have good and valid title to, or a valid leasehold interest in, all of their tangible real estate and personal property and assets, free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable, except as reflected in the financial statements contained in the Company SEC Documents and except for such Encumbrances or other taxes non-monetary imperfections of title, if any, as do not materially detract from the value of or assessments on or against any property materially interfere with the present use of the Borrowerproperty affected thereby; and all Leases pursuant to which Company or any of its subsidiaries lease from others real or personal property are in good standing, the other Obligors or valid and effective in accordance with their respective Subsidiaries terms, and there is not, under any of such Leases, any existing material default or event of default (or any event which are delinquentwith notice or lapse of time, or both, would constitute a material default and in respect of which Company or subsidiary has not taken adequate steps to prevent such default from occurring). Except There is no pending or, to Company’s knowledge, threatened condemnation or similar proceeding affecting any Leased Property or any portion thereof, and Company has no knowledge that any such action is currently contemplated. To the knowledge of Company, each Leased Property is supplied with utilities and other services sufficient to operate the business of Company as set forth presently conducted. To the knowledge of Company, neither the operations of Company on the Leased Property, nor such Leased Property, nor the improvements thereon, violate in Schedule 6.1(ee) heretoany material manner any applicable building code, zoning requirement, or classification or statute relating to the particular property or such operations and such non-violation is not dependent, in any instance on so-called non-confirming use exceptions. To the knowledge of Company, there are no pending eminent domain proceedings against Legal Requirements now in existence which could require the tenant of any property Leased Property to make any expenditure in excess of $25,000 to modify or improve such Leased Property to bring it in to compliance therewith or to restore the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, Leased Property to the knowledge of condition required under 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 EffectLease.

Property. All (a) The attached Owned Real Property Schedule sets forth all ---------------------------- of the Borrower’s, real property owned in fee simple by 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 Company 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"Owned Real Property"). Except as set forth on the Owned Real Property ------------------- ------------------- Schedule with respect to the properties in China, the Company or any -------- Subsidiary has valid and marketable fee simple title to all Owned Property, free and clear of all Liens, except Permitted Liens. (b) The real property demised by the leases ("Real Property ------------- Leases") described on the attached Leased Real Property Schedule 6.1(ee(the ------ ----------------------------- "Leased Real Property," and together with the Owned Real Property, the -------------------- "Company Property") hereto, there are no pending eminent domain proceedings against any property constitutes all of the Borrowerreal property leased by the ---------------- Company and each Subsidiary. Except as set forth on the attached Leased Real ----------- Property Schedule, the Leased Real Property leases are in full force and ----------------- effect, subject to proper authorization and execution of such lease by the other Obligors party and the application of any bankruptcy or their respective Subsidiaries creditor's rights Laws or general principles of equity. The Company has delivered or made available to Buyer complete and accurate copies of each of the leases described on the Leased Real Property Schedule, and none of the leases has been modified in ----------------------------- any part thereofmaterial respect, and, except to the knowledge extent that such modifications are disclosed by the copies delivered or made available to Buyer. To the Company's knowledge, neither the Company nor any Subsidiary is in default in any material respect under any of such leases. True and complete copies of the BorrowerReal Property Leases have previously been made available by the Company to Buyer, no such proceedings are presently threatened including all amendments or contemplated by modifications thereof and all side letters and other instruments affecting the obligations of any taking authority whichparty thereunder. The Company or a Subsidiary, as lessee, is now in all such events, individually possession of each leased Company Property. Except as set forth on the Leased Real ----------- Property Schedule or in the aggregate have had or could except as would not reasonably be expected to have a ----------------- Material Adverse Effect, to the Company's knowledge, there is no pending or threatened proceeding that is reasonably likely to interfere with the quiet enjoyment of each such lessee. None of Except as set forth on the property of the Borrower, the other Obligors Leased Real ----------- Property Schedule or their respective Subsidiaries is now damaged or injured except 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 have any a ----------------- Material Adverse Effect, there are no outstanding defaults or circumstances that, upon the giving of notice or passage of time or both, would constitute a default or breach by such party under any Real Property Lease. As used herein, the term "lease" shall also include subleases, the term "lessor" shall also include any sublessor, and the term "lessee" shall also include any sublessee.

Property. All Subject to the terms and conditions hereof, Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller on the Closing Date (as defined in Section 4.1 below) the following (collectively, the "Property"): (a) the Real Property, which is legally described on Exhibit A attached hereto, together with any and all rights, privileges and easements appurtenant thereto, which are owned by Seller; (b) all buildings located on the Real Property, and all other improvements and fixtures located on the Real Property which are owned by Seller, if any, including any apparatus, equipment and appliances incorporated therein and used in connection with the operation and occupancy thereof, such as heating and air conditioning systems and facilities used to provide any utility service, ventilation, or other services thereto, but excluding fixtures owned by tenants (all of which are collectively referred to as the "Improvements"); (c) all right, title and interest of Seller in and to any personal property located on and used in connection with the Real Property and Improvements, including without limitation the personal property listed on Schedule 1 (the "Personal Property"); (d) all assignable or transferable intangible property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Borrower’sImprovements); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Real Property or the Improvements; (iii) all rights to obtain utility service in connection with the Improvements and the Real Property; (iv) all assignable licenses and other governmental permits and permissions relating to the Real Property, the Improvements or the operation thereof, including without limitation the licenses and permits listed on Schedule 2 (the "Permits"); and (v) all assignable contracts and contract rights relating to the Real Property or the Improvements, including the contracts listed on Exhibit H (the "Service Contracts"), which shall survive the Closing (all of the foregoing are hereinafter collectively referred to as the "Intangible Property"); and (e) All right, title and interest of Seller in and to the leases and other Obligors’ and their respective Subsidiaries’ properties occupancy agreements covering all or any portion of the Real Property or the Improvements to the extent they are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of effect on the date of acquisition of such property as permitted Closing (collectively the "Leases"), together with all current rents and other sums due thereunder (the "Rents") and any and all security deposits in this Section, and connection therewith (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"Security Deposits"). 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” reportLeases, in each case prepared by a recognized environmental engineer in accordance together with customary standards which discloses that such property is not in violation of the representations current monthly rent and covenants Security Deposit relative thereto, are set forth in this Agreement, unless such violation has been disclosed in writing to on Exhibit L (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"Rent Roll").

Property. All of the Borrower’sWRP's, the other Obligors’ Bond Issuer's Highlands' and their respective Subsidiaries’ ' properties (including without limitation Phase I of the Development) 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 SectionSection 4.21. 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 WRP 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’ WRP's or the applicable Subsidiary’s such other Person's purchase thereof or the date upon which such property was last security for Indebtedness of WRP or such PersonsPerson, 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. WRP further has completed an appropriate investigation of the environmental condition of each such property as of the later of the date of WRP's or such other Person's purchase thereof or the date upon which such property was last security for Indebtedness of WRP or such Person, 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 Reimbursement 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 BorrowerWRP, the other Obligors Bond Issuer, Highlands or any of their respective Subsidiaries (including without limitation Phase I of the Development) which are payable by WRP, the Bond Issuer, Highlands or their respective Subsidiaries which (except only real estate or other taxes or assessments, that are delinquentnot yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against the Development or any property of the BorrowerWRP, the other Obligors Bond Issuer, Highlands or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerAccount Parties, 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 WRP, the Bond Issuer or Highlands. None of the Development, Phase I of the Development or any other property of the BorrowerWRP, the other Obligors Bond Issuer, Highlands 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 WRP, the Bond Issuer or Highlands.

Property. All (a) Section 4.17(a) of the Borrower’sSeller Disclosure Schedule sets forth a true and complete list of, except for the other Obligors’ and their respective Subsidiaries’ properties are Seller Marks, each patent, trademark or copyright exclusively used in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing the conduct of the Business as of the date of acquisition of such property Effective Date, in each case, for which applications have been filed or for which trademark or copyright registrations or issued patents have been obtained, whether in the United States or internationally. Except as permitted in this Sectionindicated therein, and (y) where the failure all of the properties items listed in Section 4.17(a) of the Seller Disclosure Schedule are, as of the Effective Date, subsisting and in full force, have not expired or been cancelled, abandoned or otherwise terminated and are valid and enforceable. ​ ​ (b) Except as would not reasonably be expected to be material to the Business (taken as a whole), as of the Effective Date, none of the items listed in Section 4.17(a) of the Seller Disclosure Schedule are the subject of any Subsidiary Claim before any Governmental Entity challenging the ownership, validity or enforceability thereof. Neither the Seller, nor any of the Borrower Target Companies is a party or otherwise bound by any Subsidiary of an Obligor to be in good repair and condition has not had or could not settlement agreement which would be reasonably likely in the future to materially impede the use of any Intellectual Property in the conduct of the Business (taken as a whole). (c) Except as set forth in Section 4.17(c) of the Seller Disclosure Schedule or as would not reasonably be expected to have a Company Material Adverse Effect on either except for the Borrower or Seller Marks, following the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation consummation of the environmental condition Pre-Closing Reorganization and of each Property as of immediately prior to the later of the date of the Borrower’sClosing, the Obligors’ Target Companies will own or have licenses or rights to use, together with the applicable Subsidiary’s purchase thereof or rights under 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 Transition Services Agreement, unless such violation has been disclosed in writing all Intellectual Property reasonably required upon the Closing to operate 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 delinquentBusiness as currently operated. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property Section 4.17 of the Borrower, the other Obligors Seller Disclosure Schedule 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 as would not reasonably be expected to have be material to the Business (taken as a Material Adverse Effect. None whole), neither Seller nor any Target Company has since December 31, 2019, (i) infringed, misappropriated or otherwise violated the Intellectual Property rights of any Person in connection with the operation of the property Business, (ii) made any written claim to a Person alleging that such Person has infringed or otherwise violated Intellectual Property rights with respect to the Business or (iii) received any unresolved written threat of a Claim from any Person, or been party to any unresolved proceeding, alleging that it has infringed or otherwise violated any Intellectual Property of any Person in connection with the operation 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 EffectBusiness.

Property. All (a) After giving effect to the Reorganization, each of the Borrower’sCompanies and Subsidiaries will have good title, free and clear of all Liens, to all of the owned properties and assets used in the Business, whether tangible or intangible (other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tearthan Intellectual Property), other than Permitted Liens. (xb) with respect to deferred maintenance existing as Section 4.13(b) of the date Seller Disclosure Schedule sets forth the address of acquisition any land, buildings, improvements or other interests in real property that any of such property as permitted in this Sectionthe Companies or Subsidiaries leases, subleases or otherwise (whether pursuant to written, oral or otherwise unwritten Leases) has the right to use or occupy (each a “Leased Real Property”), and (y) where the failure all leases, subleases and other agreements under which any of the properties of Companies or Subsidiaries holds any Subsidiary of the Borrower or any Subsidiary of an Obligor Leased Real Property, including all amendments, extensions, renewals, guaranties and other agreements relating to be in good repair such leases, subleases 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’sagreements (collectively, the Obligors’ or “Leases”), have been made available to the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsBuyer. All Leases are legal, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportvalid, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that full force and effect, and binding on, 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 Company 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, Subsidiary and, to the knowledge Knowledge of Parent, the Borrowerother parties thereto, no and neither such proceedings are presently threatened Company or contemplated Subsidiary nor, to the Knowledge of Parent, any other party thereto, is in default thereunder, nor has any event occurred that, with notice or lapse of time, would constitute a default by any taking authority whichCompany or Subsidiary, except where any such default or any failure to be valid, in all such eventsfull force and effect, individually or in the aggregate have had or could reasonably be expected to and binding would not have a Business Material Adverse Effect. None of the property Companies or Subsidiaries has (i) subleased, licensed or otherwise granted to any Person any right to the possession, use, occupancy or enjoyment of the BorrowerLeased Real Property or the Owned Real Property, the or any portion thereof or (ii) collaterally assigned or granted any other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty security interests in any manner which individually Lease. There are no Liens on the estate or in interest created by each Lease, other than Permitted Liens. (c) Section 4.13(c) of the aggregate Seller Disclosure Schedule sets forth the address, and the name of the owner of, any real property that any of the Companies or Subsidiaries owns (the “Owned Real Property”). Such Company or Subsidiary (i) is the legal owner of such property, (ii) has had good and marketable title to such property and (iii) would be beneficially entitled to all proceeds from the sale of such property. None of the Companies or could reasonably be expected to have Subsidiaries owns any Material Adverse Effectreal property except for the Owned Real Property.

Property. All Subject to the terms and conditions of this of this Purchase and Sale (the “Contract”), the Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, Seller’s rights, title, and interest in and to the following property (collectively, the “Property”): A. The “Real Property,” being the land including any and all improvements and fixtures situated thereon, all and singular the rights, benefits, privileges, easements, tenements, and appurtenances thereon or in anywise appertaining to such real property; and all right, title, and interest of Seller in and to all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining such real property, more particularly described on Exhibit “A” attached hereto for all purposes; B. The “Personal Property,” being all right, title and interest of Seller in and to all tangible personal property now or hereafter used in connection with the operation, ownership, maintenance, management, occupancy or improvement of the Borrower’sReal Property including without limitation: equipment; machinery; furniture; art work; furnishings; office equipment and supplies; and, whether stored on or offsite, all tools, supplies, inventories, and materials not incorporated in the improvements and held for repairs and replacements. The term “Personal Property” also shall include any and all deposits, bonds or other Obligors’ security deposited or delivered by Seller with or to any and their respective Subsidiaries’ properties are all governmental bodies, utility companies or other third parties in good repair and conditionconnection with the operation, subject to ordinary wear and tearownership, other than (x) with respect to deferred maintenance existing as maintenance, management, occupancy or improvement of the date Real Property; and C. The “Intangible Property,” being all, right, title and interest of acquisition of such Seller in and to all intangible personal property as permitted now or hereafter used in this Sectionconnection with the operation, and (y) where the failure ownership, maintenance, management, or occupancy of the properties of any Subsidiary Real Property, including without limitation: all trade names and trade marks associated with the Real Property, including without limitation the name of the Borrower buildings; the plans and specifications for the improvements; warranties; indemnities; claims against third parties; claims against tenants for tenant improvement reimbursements; all contract rights related to the construction, operation, ownership or any Subsidiary management of an Obligor the Real Property that are expressly assumed by Buyer pursuant to this Contract; applications, permits, approvals and licenses (to the extent assignable); insurance proceeds and condemnation awards or claims thereto to be in good repair assigned to Buyer hereunder; 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 all books and covenants set forth in this Agreement, unless such violation has been disclosed in writing records relating 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 EffectProperty.

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 As of the Borrower’s, the other Obligors’ Closing Date and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than Funding Date: (xi) with respect to deferred maintenance existing as of the date of acquisition of Except for any 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 which 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 , Borrower has valid title to all personal property that it purports to own (including the personal property comprising the RDU Facility), free and clear of the property of the Borrowerall Liens except Permitted Liens, the other Obligors and Borrower has rights 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 interest to or in the aggregate Real Estate Assets reasonably required to construct and operate the RDU Facility in accordance with the Material Contracts, Applicable Law and Prudent Industry Practice. Borrower has had good and marketable title or a valid and subsisting estate or interest to or in the Real Estate Assets, free and clear of all Liens except Permitted Liens; (ii) Holdings has valid title to all personal property that it purports to own (including the Equity Interests in Borrower), free and clear of all Liens except Permitted Liens; (iii) Each of Borrower and Holdings has a valid and subsisting estate or interest as beneficial owner of the Collateral, free and clear of all Liens except Permitted Liens; (iv) the Real Estate Documents and the documents referenced in Schedule V (A) represent the entire agreement between the respective parties thereto with respect to the interests in real property described therein and use and occupancy thereof, and there are no other agreements or modifications, whether oral or written, with respect thereto, other than as disclosed in writing to the Administrative Agent on or prior to the Funding Date or entered into in accordance with this Agreement, (B) represent all material documents, agreements, and instruments that provide Borrower with real property interests in furtherance of the RDU Facility, (C) grant to Borrower all of the material real property interests necessary for the operation of the RDU Facility, (D) except as specified in Schedule II, have not been amended, supplemented, modified or assigned in any way by Borrower, Calumet, or to Borrower’s or Holdings’ knowledge, any other Person and (E) to Borrower’s and Holdings’ knowledge, have not been waived, surrendered, canceled, abandoned or terminated by any other party thereto; (v) no counterparty to any Real Estate Document, to Borrower’s, and Holdings’ knowledge, is in material breach or default of such Real Estate Document; (vi) to Borrower’s and Holdings’ knowledge, no event has occurred which, with or without notice or lapse of time or both, would constitute a material breach or default thereunder by any counterparty to a Real Estate Document or permit termination or acceleration by any party (other than Borrower) under such Real Estate Document; and (vii) all material rents, rentals, charges, fees and royalties currently due and payable by Borrower pursuant to the Real Estate Documents have been paid. ​ ​ ​ ​ AMERICAS 120651159 92 ​ ​ ​ (viii) As of the date of delivery of the standard flood hazard determination for the Mortgaged Property pursuant to Section 4.01(h)(vii), except as set forth on, and based solely upon, such flood hazard determinations, no material portion of the Mortgaged Property as of such date is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards; (ix) the Ongoing Work constitutes a true, correct and complete list of the construction work at the Property; and (x) the Owner’s Affidavit sets forth a true, correct and complete estimate of (i) any unpaid costs of the Ongoing Work and (ii) any disputed sums with respect to any materialmen, repairmen, construction contractors or other like Persons that have performed work at the Property and that could reasonably be expected give rise to have any Material Adverse EffectLiens.

Property. All (a) No Acquired Company owns any real property. Section 4.11(a) of the Borrower’sDisclosure Schedules contains a true and complete list of all leases, subleases and occupancy agreements, together with any amendments thereto (the “Real Property Leases”), with respect to all real property leased, subleased or otherwise used or occupied by the Acquired Companies (the “Leased Property”). With respect to each Real Property Lease and the Leased Property, (i) there is no material breach or default under such Real Property Lease by the Acquired Companies or, to the Company’s Knowledge, any other party thereto, (ii) no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a material breach or default under such Real Property Lease by the Acquired Companies or, to the Company’s Knowledge, any other party thereto, (iii) all work required to be performed under such Real Property Lease by the landlord thereunder or by any of the Acquired Companies has been performed, and to the extent that such Acquired Company is responsible for the payment of such work, has been fully paid for, whether directly to the contractor performing such work or to the landlord as reimbursement therefor, (iv) the Acquired Companies have not assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered such Real Property Lease or the Leased Property related thereto or any interest therein, (v) to the Company’s Knowledge, the Acquired Companies’ current use of the Leased Property does not violate in any material respect any restrictive covenant of record that affects any of the Leased Property, and (vi) the Acquired Companies have not received any notice of a nonconforming use under or a violation of any applicable building, zoning, subdivision and other Obligors’ land use or similar Applicable Laws, regulations and their respective Subsidiaries’ properties are in good repair ordinances with respect to any Leased Property. The Acquired Companies enjoy peaceful and conditionundisturbed possession of, subject to ordinary wear all Leased Property, free and tearclear of all Liens, other than Permitted Liens. (xb) with respect The Acquired Companies have good title to deferred maintenance existing as all of the date material properties and assets (whether real, personal, tangible or intangible, but excluding Intellectual Property, which is the subject of acquisition of such property as permitted in this SectionSection 4.17) reflected on the Interim Balance Sheet or the Saperium Financial Statements (other than assets sold since the Interim Balance Sheet Date or the Saperium Financial Statements) or acquired thereafter, and (y) where the failure Acquired Companies have the right to use all of the properties of any Subsidiary other property and assets used in the conduct of the Borrower or any Subsidiary of an Obligor to be in good repair business 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 operations of the environmental condition of each Property Acquired Companies 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 Effectcurrently conducted. None of the property properties or assets owned by the Acquired Companies is subject to any Lien other than Permitted Liens and other than those described on Section 4.11(b) of the BorrowerDisclosure Schedules. The Acquired Companies’ tangible personal property is in good operating condition in all material respects (normal wear and tear excepted) and is suitable in all material respects for its current use in the Ordinary Course of Business. (c) Each of the Real Property Leases is valid, binding, enforceable and in full force and effect. Except for Permitted Liens, the other Obligors Acquired Companies have not transferred or their respective Subsidiaries is now damaged assigned any interest in any Real Property Lease, nor have the Acquired Companies subleased or injured as a result otherwise granted rights of use or occupancy of any fireof the premises described therein to any Person. (d) The Acquired Companies have all certificates of occupancy and Permits of any Governmental Entity necessary for the current use and operation of each of the leased premises, explosionand the Acquired Companies have complied with all material conditions of the Permits applicable to their use of such leased premises. (e) The Acquired Companies have delivered to the Purchaser accurate and complete copies of the Real Property Leases, accidentin each case, flood as amended or otherwise modified and in effect, together with extension notices and other casualty in any manner which individually material correspondence, lease summaries, notices or in memoranda of lease, estoppel certificates and subordination, non-disturbance and attornment agreements related thereto. Each Real Property Lease is unmodified and represents the aggregate has had or could reasonably be expected to have any Material Adverse Effectentire agreement between the applicable Acquired Company and the applicable landlord.

Property. All (a) Schedule 3.12 (a) sets forth an accurate and complete list of all real property and leaseholds of real property owned or leased by the Borrower’sCompany or to which the Company may have any ownership or leasehold rights (collectively, the other Obligors’ "Facilities"). True, complete and their respective Subsidiaries’ properties ---------- correct copies of all real property leases have been delivered or made available to LifeMinders. Except as otherwise disclosed on Schedule 3.12(a): (i) there are no outstanding written or oral leases, rights to occupancy, or tenancies of any kind (including tenancies by sufferance and/or holdover tenancies arising under expired written or oral leases) covering or in good repair and conditionany way affecting the Facilities or any part or parts thereof; (ii) no person, subject to ordinary wear and tear, firm or corporation other than the Company has any rights (xincluding rights arising under an installment contract, option to purchase, easement, right-of-way, or otherwise) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted Company's interest 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 Facilities or any part thereof; and (iii) there have been no improvements to, construction on, work done at, and/or services or material supplied to, the Facilities or any part or parts thereof, which has been contracted for by the Company, for which payment in full has not been made and which might give rise to mechanic's liens or other Liens. All leases set forth on Schedule 3.12(a) are in full force and effect and constitute valid and binding agreements of the Company 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 parties thereto in accordance with their respective Subsidiaries is now damaged terms. (b) Schedule 3.12(b) sets forth an accurate list of all owned and leased personal property included on the Current Balance Sheet and all other personal property owned or injured leased by the Company (i) as a result of the Balance Sheet Date, or (ii) acquired since the Balance Sheet Date, including an indication as to which assets are currently owned, or were formerly owned, by any current or former stockholders or Affiliates of the Company. True, complete and correct copies of all personal property leases and leases for equipment have been delivered or made available to LifeMinders. All of the vehicles and other material machinery and equipment listed on Schedule 3.12(b) are in good working order and condition, ordinary wear and tear excepted. All fixed assets used by the Company that are material to the operation of its business are either owned by the Company or leased under an agreement listed on Schedule 3.12(b). (c) The Company has good and marketable title to its assets, free and clear of any fireand all Liens and defects in title. The Company's assets, explosiontaken together, accidentare adequate for the operation of the Company's business as it is being currently conducted and the Company reasonably believes will be adequate for operating its business as proposed to be conducted by LifeMinders. Neither WITI Pacific Limited, flood or other casualty in a corporation organized and existing under the laws of Hong Kong, nor Weather Information Technologies, Inc., a Colorado corporation (together, the "WITI Subsidiaries"), owns any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.material assets. -----------------

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) Part I of Schedule 4.10(a) lists (1) 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 street address of the date each parcel of acquisition of such property as permitted in this SectionOwned Property, and (y2) where any and all leases of all or any portion of any of Owned Property (“Owned Property Leases”). Any parcel of Owned Property that is not subject to an Owned Property Lease is occupied by iLead and is used solely for the failure conduct of the properties Business. Part II of Schedule 4.10(a) lists for each Owned Property Lease (i) the street address of each parcel subject to an Owned Property Lease, (ii) the identity of the lessor, lessee and current occupant (if different from lessee/lessor) under each Owned Property Lease, (iii) the term, the security deposit, if any, and rental payment terms of the Owned Property Leases (and any subleases) pertaining to each Owned Property Lease, (iv) any commissions due now or in the future on any Owned Property Lease or in connection with an option to extend or renew and (v) any amendments to the Owned Property Leases. (b) Schedule 4.10(b) lists (1) the street address of each parcel of Leased Property, (2) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Property, and (3) the term and rental payment terms of the leases (and any subleases) pertaining to each such parcel of Leased Property. (c) iLead has made available to THK and iLead Acquisition Sub true and correct copies of each deed for each parcel of Owned Property and, to the extent available, for each parcel of Leased Property, and all title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, other title documents and other documents relating to or otherwise affecting the Owned Property, the Leased Property or the operation of the Business thereon or any other uses thereof. (d) iLead has delivered, or made available to THK and iLead Acquisition Sub, true and correct copies of all leases and subleases listed in Schedules 4.10(a) and (b) and any and all ancillary documents pertaining thereto (including, but not limited to, all amendments, consents for alterations and documents recording variations and evidence of commencement dates and expiration dates) (the “Leases”). With respect to each Lease: (1) each Lease is the legal, valid and binding, obligation of the parties thereto, enforceable against each party, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditor rights generally or by general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law); (2) none of (a) the execution and delivery by iLead and each of the Shareholders of this Agreement and the other Documents, (b) the consummation by iLead and the Shareholders of the transactions contemplated by this Agreement and the other Documents, or (c) the performance by iLead and the Shareholders of this Agreement and the other Documents will (1) conflict with or violate the terms of any Subsidiary of the Borrower Lease or (2) result in any Subsidiary of an Obligor to be in good repair and condition has not had breach 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 or constitute a default (or an event with notice or lapse of time or both would become a default) under, or impair iLead’s rights or alter the representations and covenants set forth in this Agreementrights or obligations of any third party under, unless such violation has been disclosed in writing or give to others any rights of termination, amendment, acceleration or cancellation of, any Lease; (3) neither iLead nor, to the Agent Knowledge of iLead and remediation actions satisfactory the Shareholders, any other party to Agent are being taken. There are no unpaid any Lease, is in breach 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 thereofdefault, and, to the knowledge Knowledge of iLead and the BorrowerShareholders no event has occurred that, with notice or lapse of time would constitute a breach or default or permit termination, modification or acceleration under the Lease; and (4) the rental set forth in each Lease is the actual rental being paid, and there are no such proceedings are presently threatened separate agreements or contemplated by any taking authority which, in all such events, individually or in understandings regarding the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None amount 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 Effectrent.

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 The property will be taken on by the agent at an agreed standard. Improvement Works and Repairs and Maintenance for the property will remain the Landlords responsibility. The Agent cannot state that any tenant introduced will never damage the Property or its contents. However, the Agent will make every endeavour to safeguard the Landlords interests for example by taking references, excluding pets if required, collecting and checking the Inventory of the Borrower’sproperty before returning the bond at the end of the Tenancy. The Landlord should be aware that it is impossible to avoid normal wear and tear on property and contents. It is unrealistic to expect any tenant no matter how responsible to treat a let property as they would their own. A Landlord should not leave valuables in the property. The Agent will not be responsible for damage to any Property before the Property is tenanted, during or after the tenant ceases occupation of the property. The Landlord should ensure that he is adequately insured for such perils. The Landlord should ensure there is adequate public liability relating to the Property. The Landlord is responsible for re-housing the tenant should a situation arise whereby the property is temporarily uninhabitable as a consequence of fire, flood or some other such event. The Agent will be able to assist in providing an alternative property but the cost of doing so will be met by the landlord. The cost of renting the property will be charged to the landlord at the going rate for the particular property type based upon the local Housing Allowance at the time. The Agent shall in no way either directly or indirectly be liable for any deficiency loss or damage to the premises, the other Obligors’ fixtures and fittings or contents however caused, whether included in the Inventory or not. The Landlord is willing/unwilling to allow pets within the property. Since the 1st October 2008, all domestic landlords offering property for rent have been required by Law to provide prospective tenants with an Energy Performance Certificate (EPC) prior to marketing the property. 2 of 7 We are able to provide an Energy Performance Certificate for any property that you let at an additional cost should you not already have one. The EPC will be valid for a period of ten years. From 1st January 2005 new rules came into force controlling who could carry out certain works on certain electrical installations in property and the procedures around those works. These are set out in Part P Building Regulations (Electrical Safety in Dwellings). Failure to comply with these Regulations is a criminal offence, which could result in a maximum fine of £5,000.00 and or imprisonment. In general terms only a competent person (a person who is currently registered with an approved scheme i.e. NICEIC) can work on your property. We only use a “competent person” to carry out such works. The Landlord is not permitted to carry out the works himself or a friend or local jobbing builder who does a bit of electrics on the side – this is not an acceptable alternative. Although there is no legal requirement for landlords to conduct an annual safety inspection on electrical appliance testing, we strongly advise you do so and we draw your attention to The Low Voltage Electrical Equipment (Safety) Regulations 1989, The Electrical Equipment (Safety) Regulations 1994, The Consumer Protection Xxx 0000, The Plugs and Sockets (Safety) Regulations 1994 and the General Product Safety Regulations 1994. The Landlord is responsible for ensuring that the gas, heating and electricity supply and appliances within their respective Subsidiaries’ properties are property meet the health and safety standards. The Agent will carry out a safety check on gas in good repair your property to ensure it is safe under the Gas Safety (Installation and condition, subject to ordinary wear and tear, other than (xuse) with respect to deferred maintenance existing Regulations 1998 as part of the date of acquisition of such Gold Package – which will be repeated on an annual basis while ever the Property Management Agreement is in place. For the Bronze and Silver packages the agent can undertake a gas safety check at an additional cost to the Landlord. Alternatively the Landlord can provide the relevant certificates to the Agent. The Landlord will be responsible to undertake any repairs resulting from the checks. Upon request the Agent can provide a cost for completing the work. The Agent will not carry out any repairs or maintenance work to the property as permitted in this Section, and without proof from the Landlord that an asbestos management survey (ya Type 2 Asbestos survey) where has been carried out. The Agent will provide a quotation to carry out an asbestos management survey upon request. When the failure of Silver or Gold Package options are chosen the properties Agent shall inform the Landlord of any Subsidiary of the Borrower or any Subsidiary of an Obligor repairs that are required to be in good repair carried out at the property and condition has not had or could not be reasonably expected to have upon request the Agent can provide a Material Adverse Effect on either cost for completing the Borrower or the REIT Guarantorwork. 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 Landlord gives authority 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, carry out repairs to the knowledge value 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 £ without prior consultation should work 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 Effectrequired.

Property. All (a) Except for assets disposed of in the ordinary course of business consistent with past practice since the date of the Borrower’sLatest Balance Sheet or as would not reasonably be expected to be material to the Company or the Business, the other Obligors’ Company owns good and their respective Subsidiaries’ properties are marketable title to, or holds pursuant to valid and enforceable leases, all of the personal property shown to be owned or leased by it on the Latest Balance Sheet and all Tangible Property, in good repair each case free and conditionclear of all Liens, subject to ordinary wear except for Permitted Liens. (b) Schedule 5.17(b) of the Seller and tearCompany Disclosure Schedules sets forth a true and complete list, other than (x) with respect to deferred maintenance existing as of the date hereof, 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 Personsall Contracts, including preparation of a “Phase I” report andamendments, if appropriateextensions, renewals, notices and guarantees under which the Company leases, subleases, licenses or otherwise occupies real property (each, a “Phase IILease” reportand collectively, the “Leases”, and each description of the real property demised under the Leases, a “Leased Property” and collectively the “Leased Properties”) or has a right-of-way, easement, right of access or right to use (each, an “Easement Agreement” and collectively, the “Easement Agreements”, and each description of the interest demised under the Easement Agreements, an “Easement” and collectively, the “Easements”). The Company has a good and valid leasehold title to each Leased Property subject only to the terms and conditions of the applicable Lease and to any Permitted Liens, except, in each case prepared by case, as would not reasonably be expected to be material to the Company or the Business. The Company has a recognized environmental engineer good and valid interest in accordance with customary standards which discloses that such property is not in violation each Easement subject only to the terms and conditions of the representations applicable Easement Agreement and covenants set forth to any Permitted Liens, except, in this Agreementeach case, unless such violation has been disclosed in writing as would not reasonably be expected to be material to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid Company 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 delinquentBusiness. Except as set forth in Schedule 6.1(ee5.17(b) heretoof the Seller and Company Disclosure Schedule and the services provided under the Transition Services Agreement, neither the Seller nor any of its direct or indirect Subsidiaries (other than the Company) is a party to any leases, subleases, licenses or otherwise occupies any real property that is necessary to conduct and operate the Business as currently conducted in substantially the same manner in all material respects as conducted immediately prior to the Closing Date or has a right-of-way, easement, right of access or right to use any real property that is necessary to conduct and operate the Business as currently conducted in substantially the same manner in all material respects as conducted immediately prior to the Closing Date. (c) Neither the Company nor any of its other direct or indirect Subsidiaries owns any real property or has owned any real property in the last five (5) years. (d) There is no pending or, to the Knowledge of the Company, threatened, appropriation or condemnation Action materially affecting and impairing the current use, occupancy, or value of any Leased Property or any part thereof or of any sale or other disposition of any Leased Property. (e) To the Knowledge of the Company, each Lease is in full force and effect. The Company has not in the last five (5) years sent or received written notice of any violation of or any default under any Lease or Permitted Lien and, to the Knowledge of the Company, there are no pending eminent domain proceedings against facts or circumstances that, with the passage of time, the giving of notice, or both, would constitute a default under any property Lease or Permitted Lien. (f) Except as set forth in Schedule 5.17(f) of the BorrowerSeller and Company Disclosure Schedules, the other Obligors Company has not exercised any option or their respective Subsidiaries right to (i) terminate such Lease; (ii) lease additional premises; (iii) reduce or relocate the premises demised by such Lease; or (iv) purchase any part thereofreal property. (g) The Company has not assigned, andpledged, mortgaged, or otherwise transferred any Lease or interest therein. (h) Seller has delivered to the knowledge or made available to Buyer true, correct, and complete copies of all 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 EffectLeases.

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 eventshas not, individually or in the aggregate have aggregate, had or could reasonably be expected to have a Company Material Adverse Effect. None , the Company or a Company Subsidiary owns and has good and valid title to all of its owned real property and good title to all of its personal property and has valid leasehold interests in all of its leased properties, sufficient to conduct their respective businesses as currently conducted, free and clear of all Liens (other than (i) Liens for current taxes and assessments not yet past due or being contested in good faith, (ii) inchoate Liens for construction in progress, (iii) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the property of Company or such Company Subsidiary consistent with past practice for sums not yet delinquent or being contested in good faith by appropriate proceedings, (iv) Liens imposed or granted pursuant to or in connection with the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood Company’s existing credit facilities or other casualty in any manner which indebtedness, and (v) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the real property or have, individually or in the aggregate, a Company Material Adverse Effect (collectively, “Permitted Liens”)), assuming the timely discharge of all obligations owing under or related to the owned real property, the personal property and the leased property. Except in each case as has not, individually or in the aggregate, had or could reasonably be expected to have any a Company Material Adverse Effect, all leases under which the Company or any of the Company Subsidiaries lease any real or personal property (each a “Lease” and, collectively, the “Leases”) are valid and in full force and effect against the Company or any of the Company Subsidiaries and, to the Company’s knowledge, the counterparties thereto, in accordance with their respective terms (except to the extent that enforcement of the rights and remedies under the Leases are subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)), and there is not, under any of such Leases, any existing default by the Company or any Company Subsidiaries which, with notice or lapse of time or both, would become a default by the Company or any of the Company Subsidiaries. Section 3.11 of the Company Disclosure Schedule sets forth a correct and complete list, as of the date indicated on such schedule, of all of the Leases under which the Company or any Company Subsidiary leases any real property used for commercial purposes.

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 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) SCHEDULE 6.20 hereto, 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 Section 3.14(a) of the Borrower’sCompany Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or its Subsidiaries (“Company Owned Real Property”), (ii) the address or the airport location of all material leasehold or subleasehold estates, and concessions or other Obligors’ rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by or for the Company or its Subsidiaries (the “Company Leased Real Property”). The Company or its Subsidiaries have made available (or within 10 business days following the date hereof will make available) to Parent correct and their respective complete copies of all material instruments, licenses and agreements, together with all amendments, modifications, extensions and supplements thereto, granting to the Company or its Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tearleasehold interests, other than (x) concession or operating rights with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionCompany Leased Real Property (each, a “Lease”, and (y) where collectively, the failure of “Leases”). Each Lease grants the properties of any Subsidiary of tenant thereunder the Borrower or any Subsidiary of an Obligor exclusive right to be in good repair use and condition occupy the premises and the tenant enjoys peaceful and undisturbed possession thereof, except as has not had or could and would not reasonably be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect on either the Borrower or the REIT GuarantorCompany. The Borrower has completed Company and its Subsidiaries have not subleased, licensed or caused otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as have not had and would not reasonably be completed an appropriate investigation of expected to have, either individually or in 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 appropriateaggregate, a “Phase II” reportMaterial Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in each case prepared by good condition and are in all material respects adequate to operate the business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of Material Adverse Effect on 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. Except as set forth in Schedule 6.1(ee) heretothe Leases, there are no pending eminent domain proceedings against neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any property option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Borrower, Company Owned Real Property or the other Obligors or their respective Subsidiaries Company Leased Real Property or any part thereof, and, to the knowledge portion thereof or interest therein. Table 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.Contents

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.