Common use of Property Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

Property. All 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 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 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. 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 (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 Parent 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 Parent SEC Filings as being owned by Parent 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 Parent Material Adverse Effect. Parent and its Subsidiaries are collectively the lessee of all property material to the business of Parent and its Subsidiaries which is purported to be leased by Parent 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 Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had or could and would not reasonably be expected to have a Parent Material Adverse Effect. None , all items of equipment and other tangible assets owned by or leased to Parent 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 Parent and its Subsidiaries in the manner in which such business is currently being conducted and is proposed to be conducted. Section 5.16 of the Borrower, the other Obligors Parent Disclosure Letter lists all material real property and any material interest in real property owned by Parent or their respective Subsidiaries is now damaged or injured as a result any 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 3.17(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 (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 (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 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) Except as set forth on Section 5.13(a) of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionPurchaser Disclosure Schedule, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to except as would not reasonably be in good repair and condition has not had or could not be reasonably expected to have have, individually or in the aggregate, a Material Adverse Effect on either the Borrower Purchaser, the Purchaser and its Subsidiaries (i) have a valid and subsisting leasehold interest or the REIT Guarantor. The Borrower has completed other comparable Contract rights in or caused relating to be completed an appropriate investigation all of the environmental condition real property that they purport to lease (the “Purchaser Leased Real Property”), or that is necessary for the conduct of each their business as currently conducted, including valid and subsisting leasehold or comparable interest in all Purchaser Leased Real Property reflected in the Purchaser SEC Reports as being leased by Purchaser and its Subsidiaries (other than Purchaser Leased Real Property sold or otherwise disposed of in the later ordinary course of business consistent with past practice since the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportthereof), in each case prepared free and clear of all Encumbrances except Permitted Encumbrances, and (ii) are collectively the lessee of all Purchaser Leased Real Property material to the business of Purchaser and its Subsidiaries which is purported to be leased by Purchaser and its Subsidiaries and are in undisturbed and peaceable possession of such properties, subject only to Permitted Encumbrances, and each lease for such real property is valid and in full force and effect, without material default (or matters which, with notice or the passage of time, or both, would constitute a recognized environmental engineer material default) thereunder by the lessee or, to the Knowledge of Purchaser, the lessor and enforceable in accordance with customary standards which discloses that its terms, except as such enforcement may be limited by (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) Laws governing specific performance, injunctive relief and other equitable remedies. (b) Neither the Purchaser nor any of its Subsidiaries holds title or otherwise beneficially owns any real property is not in violation as of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. date hereof. (c) Except as set forth in Schedule 6.1(eeon Section 5.13(c) hereto, there are no pending eminent domain proceedings against any property of the BorrowerPurchaser Disclosure Schedule, the other Obligors or their respective Subsidiaries or any part thereof, and, and except as would not reasonably be expected to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have had or could reasonably be expected to have aggregate, a Material Adverse Effect. None Effect on the Purchaser, the Purchaser and its Subsidiaries, (i) have good and valid title to, or a valid and subsisting leasehold interest or other comparable Contract rights in or relating to, all of the material personal properties and assets, tangible and intangible, that they purport to own or lease and that are used in or necessary for the conduct of their business as currently conducted, including good and valid title to, or (as applicable) a valid and subsisting leasehold or comparable interest in, all material personal properties and assets, tangible and intangible, and all other assets, reflected in the latest audited Purchaser Financial Statements as being owned or leased by the Purchaser and its Subsidiaries or acquired after the date thereof (other than personal property sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date thereof), free and clear of all Encumbrances except Permitted Encumbrances and (ii) are collectively the lessee of all personal property material to the business of the BorrowerPurchaser and its Subsidiaries which is purported to be leased by the Purchaser and its Subsidiaries, the other Obligors or their respective Subsidiaries and each lease for such personal property is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty valid and in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectfull force and effect.

Property. All 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 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 (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 (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 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 Borrower’s's, the each other Obligors’ Loan Party's 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. The Borrower, 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 each other Loan Party, 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’ each Loan Party's 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 Administrative 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 Loan Parties 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 Loan Parties 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 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 Material Adverse Effect. Notwithstanding the foregoing in this Section 6.1(ee), certain environmental matters have been disclosed to Administrative Agent and the Lenders on Schedule 6.1(p) and there may be a limited number of Properties for which no Phase I reports have been obtained or located but the result of any such matters, individually or in the aggregate, have not had and could not reasonably be expected to have any Material Adverse Effect.

Property. All A fee interest in each Project is, or contemporaneously with the initial funding of the Borrower’sLoan will be, owned by the respective Borrower free and clear of all liens, claims, encumbrances, covenants, conditions and restrictions, security interests and claims of others, except only such exceptions to title as have been approved by Agent. Borrowers have obtained or will obtain all approvals needed to construct the Capital Improvements. To the best of Borrowers' knowledge, the other Obligors’ and their respective Subsidiaries’ properties Projects are in good repair and conditioncompliance with all zoning requirements, subject to ordinary wear and tearbuilding codes, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectionsubdivision improvement agreements, declarations, ground leases, and (y) where the failure all covenants, conditions and restrictions 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 delinquentrecord. Except as set forth in Schedule 6.1(eethe exceptions to title approved by Agent, the zoning and subdivision approval of the Projects and the right and ability to, use or operate the Projects are not in any way dependent on or related to any real estate other than the Properties where the same are to be made. Except as previously disclosed to Agent in writing, to Borrowers' knowledge, as of the date hereof, (i) hereto, there are no pending eminent domain proceedings against no, nor are there any property alleged or asserted, violations of law, regulations, ordinances, codes, permits, licenses, declarations, ground leases, covenants, conditions, or restrictions of record, or other agreements relating to the BorrowerProjects, the other Obligors or their respective Subsidiaries or any part thereof, and(ii) the Projects are in good condition and repair with no deferred maintenance (except as set forth in the Property Condition Reports) and are free from damage caused by fire or other casualty, to (iii) there is no latent or patent structural or other significant defect or deficiency in the knowledge Projects, (iv) design and as-built conditions of the BorrowerProjects are such that no drainage or surface or other water will drain across or rest upon either the Project or land of others except in areas designated for such purpose and for which a benefiting or burdening easement has been established, 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 and (v) none of the property Improvements on the Projects create an encroachment over, across or upon any of the BorrowerProjects' boundary lines, the other Obligors rights of way or their respective Subsidiaries is now damaged or injured as a result of any fireeasements, explosion, accident, flood and no buildings or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectimprovements on adjoining land create such an encroachment.

Property. All of ‌ (i) Except as would not reasonably be expected, individually or in the Borrower’saggregate, the other Obligors’ and their respective Subsidiaries’ properties are to result 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 to NV Goldlands (i) each Concession in which NV Goldlands or the REIT Guarantor. The Borrower has completed or caused to be completed its subsidiaries holds an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sinterest (collectively, the Obligors’ “NV Goldlands Concessions”) is in full force and effect and in good standing and (ii) the interests of NV Goldlands or its subsidiaries in the applicable Subsidiary’s purchase thereof NV Goldlands Concessions is held free and clear of all Liens. (ii) Except as would not reasonably be expected, individually or in the date upon which such property was last security for Indebtedness of such Personsaggregate, including preparation of to result in a “Phase I” report and, if appropriate, Material Adverse Effect to NV Goldlands: (A) each NV Goldlands Concession comprises a “Phase II” reportvalid and subsisting interest, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not all material respects, and NV Goldlands or its subsidiaries enjoys legally enforceable access to each NV Goldlands Concession as may be required to conduct the activities of NV Goldlands or its subsidiaries as currently conducted; (B) any and all assessment work required to be performed and filed in violation respect of the representations and covenants set forth in this Agreement, unless such violation NV Goldlands Concessions has been disclosed performed and filed; (C) any and all Taxes and other payments required to be paid in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property respect of the Borrower, NV Goldlands Concessions and all rental or royalty payments required to be paid in respect of the NV Goldlands Concessions have been paid; (D) any and all filings required to be filed in respect of the NV Goldlands Concessions have been filed; (E) NV Goldlands or its subsidiaries have the exclusive right to deal with the NV Goldlands Concessions; (F) no other Obligors person has any material interest in the NV Goldlands Concessions or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(eeany right to acquire any such interest; (G) hereto, there are no pending eminent domain proceedings against any property back-in rights, earn-in rights, rights of the Borrowerfirst refusal, the other Obligors royalty rights or their respective Subsidiaries similar provisions which would materially affect NV Goldlands’s or any part thereofof its subsidiaries’ interests in the NV Goldlands Concessions; and (H) neither NV Goldlands nor any of its subsidiaries have received any notice, andwhether written or oral from any Governmental Entity or any person with jurisdiction or applicable authority of any revocation or intention to revoke NV Goldlands’s or any of its subsidiaries’ interests in the NV Goldlands Concessions. (iii) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect to NV Goldlands, all work and activities carried out on the NV Goldlands Concessions by NV Goldlands or its subsidiaries or, to the knowledge of the BorrowerNV Goldlands, no such proceedings are presently threatened or contemplated by any taking authority which, other person appointed by NV Goldlands or any of its subsidiaries have been carried out in all such eventsmaterial respects in compliance with all applicable Laws, individually or in and neither NV Goldlands nor any of its subsidiaries, nor, to the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None knowledge of the property of the BorrowerNV Goldlands, the any other Obligors or their respective Subsidiaries is now damaged or injured as a result person, has received any notice of any fire, explosion, accident, flood or other casualty in material breach of any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectsuch applicable Laws.

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 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. Notwithstanding the foregoing in this Section 6.1(ee), certain environmental matters have been disclosed to Agent and the Lenders on Schedule 6.1(p) and there may be a limited number of Properties for which no Phase I reports have been obtained or located but the result of any such matters, individually or in the aggregate, have not had and could not reasonably be expected to have any Material Adverse Effect.

Property. All of the Borrower’sFor all Products and deliverables created under this Purchase Order involving developmental or research activities, the other Obligors’ Seller hereby assigns and their respective Subsidiaries’ properties are in good repair and condition, subject transfers to ordinary wear and tear, other than (x) with respect NEPHRON all rights to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectionpossession of, 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 all right, title, 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 Personsinterest, including preparation of a all patent, copyright, trademark, trade secret and other proprietary and intellectual property rights (“Phase I” report and, if appropriate, a “Phase II” reportIntellectual Property Rights”) in and to such work products and deliverables created under this Purchase Order, in each case prepared by a recognized environmental engineer whatever form or medium captured, and in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreementto all physical and electronic materials, unless such violation has been disclosed in writing papers, and documents (including drawings), hereinafter referred to the Agent as “Works,” 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 Borrowercopies, the other Obligors or their respective Subsidiaries abstracts, and summaries thereof, 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 developed or their respective Subsidiaries conceived 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 which may come into Seller’s possession as a result of fulfilling obligations under this Purchase Order. Seller shall promptly disclose to NEPHRON any fireWorks known to Seller and all such Works shall be deemed to be “works made for hire” exclusively for NEPHRON, explosionwith NEPHRON having sole ownership of such Works and the sole right to obtain and to hold in its own name any Intellectual Property Rights therein and thereto. Seller hereby agrees to give NEPHRON or any person designated by NEPHRON at NEPHRON’s expense, accidentall reasonable assistance required to perfect the rights hereinabove defined. Seller shall cooperate (and cause its employees to cooperate) in executing an enforceable agreement with Seller prior to their engagement in any Works, flood which agreement includes appropriate confidentiality, assignment of work product and invention provisions to effectuate the provisions of this Purchase Order. Notwithstanding the foregoing provisions, NEPHRON’s ownership rights do not apply or extend to any of the following (collectively, the “Seller Property”): (i) any methodologies, methods of analysis, ideas, concepts, know-how, models, tools, techniques, skills, knowledge and experience or other casualty materials or property owned or licensed by Seller before the provision of the Services under this Purchase Order; (ii) any improvements or other modifications to any of the foregoing that Seller creates during the generation of Product under this Purchase Order without the use of any of NEPHRON’s Confidential Information or Intellectual Property Rights; or (iii) any of the Intellectual Property Rights in or to any of the items described in the preceding clauses (i) and (ii). All right, title, and interest in and to the Seller Property is and shall remain in Seller, and Seller shall not be restricted in any manner which individually way with respect to the Seller Property. However, if the Purchase Order does not involve developmental or research activities, but the Works covered by it are to be produced in accordance with drawings or specifications furnished by NEPHRON, Seller hereby grants to NEPHRON a perpetual, irrevocable, worldwide, non-exclusive and royalty-free license with the right to grant sublicenses, to make, have made, use and sell any improvement in the aggregate has had goods which is conceived, developed or could reasonably be expected reduced to have any Material Adverse Effectpractice by Seller in the production of the Works under this Agreement.

Property. All ‌ (a) Except as provided for in Article 6, Seller is the sole, exclusive, legal and beneficial owner of a 44% undivided interest in the Property, is free and clear of all royalties, liens, charges and Encumbrances of any kind, there are no overlapping or third party rights over the Property and Seller has the power and authority to deliver legal and beneficial ownership of the Borrower’sProperty to Buyer. (b) The mineral claims comprising the Property have, to the other Obligors’ best of Seller’s knowledge, been properly located and their respective Subsidiaries’ properties staked and recorded in compliance with the laws of the jurisdiction in which they are situated, are accurately described in good repair Schedule “A” hereto, and conditionare valid, subject to ordinary wear exclusive, enforceable and tear, other than (x) with respect to deferred maintenance existing subsisting mineral claims as of at the date of acquisition this Agreement. (c) Seller does not have any information or knowledge of any actions, suits, investigations or proceedings before any court, arbitrator, administrative agency or other tribunal or governmental authority, whether current, pending or threatened, which directly relate to or affect the Property nor is Seller aware of any facts which would lead it to suspect that the same might be initiated or threatened. (d) There are no official statutory or regulatory fees or taxes payable and outstanding in relation to the Property. (e) Seller has not received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel, or any proceeding or investigation relating to the modification, revocation or cancellation of, or alleging non-compliance with, any approval, consent, certificate, authorization, permit or licence. (f) Seller is not aware of any reason to consider that the tenements comprising the Property will not be renewed at the expiry of the term for which they were granted, in respect of the geographical area and extent of minerals for which they were granted, on terms which are standard for the renewal of such property as permitted rights. (g) There are no outstanding work orders or actions required or reasonably anticipated to be required to be taken in this Section, and (y) where the failure respect of the properties of any Subsidiary rehabilitation or restoration of the Borrower Property or any Subsidiary of an Obligor relating to be environmental matters 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 respect of the environmental condition Property, nor has the Seller received notice of each same. (h) Seller does not have any information or knowledge pertaining to the Property as of the later of the date of the Borrower’sor substances thereon, the Obligors’ therein 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 therefrom 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 Buyer which, in all such eventsif known to Buyer, individually or in the aggregate have had or could might reasonably be expected to have a Material Adverse Effect. None deter Buyer from completing the Transaction contemplated hereby on the terms and conditions contained herein. (i) Seller has not directly or indirectly caused, permitted or allowed any contaminants as defined in Applicable Laws, pollutants, wastes or toxic substances (“Hazardous Substances”) to be released, discharged, placed, escaped, leached or disposed of on, into, under or through the property lands (including watercourses, improvements thereon and contents thereof) comprising the Property or nearby areas and, so far as Seller is aware, no Hazardous Substances or underground storage tanks are contained, harboured or otherwise present in or upon such lands (including watercourses, improvements thereon and contents thereof) or nearby areas. (j) To the best of the BorrowerSeller’s knowledge there are no obligations or commitments for reclaimation, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fireclosure, explosion, accident, flood or other casualty in any manner which individually environmentally corrective, clean-up or in remediation action directly or indirectly relating to the aggregate has had or could reasonably be expected to have any Material Adverse EffectProperty.

Property. All (a) Section 3.8(a) of the Borrower’sSeller Disclosure Schedule contains a complete and accurate list of all real property owned or leased by Seller Holdco or Seller Holdco’s Subsidiaries, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and conditionor otherwise occupied by any of them, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of hereof. (b) Except in any such property case 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 Material Adverse Effect. None , Seller Holdco and its Subsidiaries, as applicable, (i) have good and marketable fee title to all real property owned by them (other than “other real estate owned”) free and clear of all Liens, except Permitted Liens, and have a legal, valid and enforceable leasehold interest in all real property leased or licensed by them (such owned and leased real property, the “Real Property”), (ii) to the Knowledge of Seller Holdco, there are no outstanding options, rights of first offer or refusal or other pre-emptive rights or purchase rights with respect to any such Real Property and (iii) there has been no rent deferred under any lease of Real Property due to the COVID-19 pandemic or otherwise that is currently unpaid or outstanding. (c) Other than (a) properties for which Seller Holdco or any of its Subsidiaries is landlord or sublessor or (b) properties Seller Holdco or any of its Subsidiaries owns as satisfaction on a debt previously contracted, to the Knowledge of Seller Holdco, there are no Persons in possession of any portion of any of the real property owned or leased by Seller Holdco or any of its Subsidiaries other than Seller Holdco or any Subsidiary of Seller Holdco, and no Person other than Seller Holdco or any Subsidiary of Seller Holdco has the right to use or occupy for any purpose any portion of any of the Borrowerreal property owned or leased by Seller Holdco or any Subsidiary of Seller Holdco, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fireexcept, explosion, accident, flood or other casualty in any manner which such case, as would not, individually or in the aggregate has had or could aggregate, reasonably be expected to have any a Material Adverse Effect.

Property. All Each of the Borrower’s, Trust and 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 SectionBorrower shall, and shall cause Adminco and each Material Subsidiary to: (ya) defend its Properties against any Person claiming or attempting to claim the same, or asserting any interest adverse to its interest therein and keep at an appropriate office accurate and complete records of its Properties; (b) maintain, protect and preserve its Properties which it operates in accordance with good oilfield practice and take reasonable steps to cause the operator of its Properties which it does not operate to do likewise; (c) 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 Lenders 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 believe 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, Adminco or a Material Subsidiary is in material breach of an Applicable Environmental Law and that 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 result 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 breach would reasonably be expected to have a Material Adverse Effect. None , permit or, if it is not the operator, seek the permission of the property operator, for properly qualified representatives of the Borrower, Adminco or Material Subsidiary or the Agent (at the option of the Agent) to conduct tests, inspections and appraisals of or on the subject Property, including environmental audits and soil tests, and to remove soil and other Obligors or their respective Subsidiaries samples from the subject Property from time to time to determine whether there is now damaged or injured as such a result breach; provided that the results of any firesuch tests shall also be delivered to the Borrower, explosionAdminco or Material Subsidiary, accidentand the Borrower shall be responsible for the costs thereof, flood and further provided that, notwithstanding the foregoing, such audits and soil tests may be conducted by the Borrower, Adminco or such Material Subsidiary, if conducted in a manner and with consultants satisfactory to the Agent, acting reasonably; and (d) subject to Section 9.6, pay or cause to be paid all material rents, royalties and other casualty obligations to pay money validly imposed upon it, or upon its Properties or any part thereof, as and when the same become due and payable or shall record a liability (in accordance with GAAP) for payment of any manner such obligation, the payment of which individually or is being contested in the aggregate has had or could reasonably be expected to have any Material Adverse Effectgood faith.

Property. All (i) MESPA does not own or have an option or right to acquire any interests in real or immoveable property, including licences, leases, rights of way, surface rights, easements, Permits for the Borrower’s, the use of land or other Obligors’ and their respective Subsidiaries’ properties are real property. (ii) Each TIN Mining Permit is in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing standing under applicable Laws. 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 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 otherwise disclosed in writing to ELT (including the Agent interests of SPIB), the interests of MESPA in the TIN Mining Permits, as applicable, are held free and remediation actions satisfactory clear of all Liens. (iii) MESPA is lawfully authorized to Agent are being taken. There are no unpaid or outstanding real estate or hold its interest in the applicable TIN Mining Permits. (iv) Except as incurred in the ordinary course and applying customary standards in the mining industry: (A) each TIN Mining Permit has been properly located and recorded in compliance with applicable Laws and comprises a valid and subsisting Mining Permit in each case; (B) any and all assessment work required to be performed and filed under the TIN Mining Permits to the date of this Agreement has been performed and filed; (C) any and all Taxes and other taxes or assessments payments required to be paid on or against prior to the date of this Agreement in respect of any property and each of the Borrower, TIN Mining Permits and all rental payments required to be paid on or prior to the other Obligors date of this Agreement in respect of any and each of the TIN Mining Permits have been paid; (D) MESPA has the exclusive right to deal with the TIN Mining Permits which it holds or their respective Subsidiaries in which are delinquent. it holds a right or option; (E) Except as set forth otherwise disclosed in Schedule 6.1(eewriting to ELT (including the interests of SPIB), no Person other than MESPA has any material interest in any TIN Mining Permit or any right to acquire or otherwise deal with any such interest; (F) heretoExcept as otherwise disclosed in writing to ELT (including the interests of SPIB), there are no pending eminent domain proceedings against back-in rights, earn-in rights, rights of first refusal, royalty rights or similar provisions which would materially affect the interests of TIN or MESPA in any property TIN Mining Permit; and (G) neither TIN nor MESPA has received any notice, whether written or oral from any Governmental Entity or any other Person with jurisdiction or applicable authority of any revocation or intention to revoke, suspend, amend, replace or otherwise alter any of the Borrowerrights, interests or entitlements, or obligations or liabilities, of TIN or MESPA in or under any TIN Mining Permit. (v) TIN has provided ELT with access to full and complete copies of all exploration information and data in relation to TIN and each TIN Subsidiary within the other Obligors possession or their respective Subsidiaries control of TIN or any part thereofTIN Subsidiary, andincluding, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the TIN Mining Permits and TIN or a TIN Subsidiary has the sole right, title, ownership and right to use all such information, data reports and studies, subject to the rights of any of the authors thereof or of the counterparties to the agreements governing the TIN Mining Permits. (vi) All work and activities carried out on, or pursuant to the provisions of, any TIN Mining Permit by TIN or any TIN Subsidiary or, to the knowledge of the BorrowerTIN, no such proceedings are presently threatened or contemplated by any taking authority whichother Person appointed by TIN or any TIN Subsidiary, have been carried out, in all material respects, in compliance with all applicable Laws, and neither TIN nor any TIN Subsidiary, nor, to the knowledge of TIN, any other Person, has received any notice of any breach of any such events, individually or applicable Laws. (vii) TIN has made available to ELT all material information in the aggregate have had possession or could reasonably be expected under the control of TIN or any TIN Subsidiary relating to have a Material Adverse Effect. None of the property of TIN Mining Permits. (viii) There is no material adverse claim against or challenge to the Borrower, the other Obligors title or their respective Subsidiaries is now damaged or injured as a result ownership of any fireTIN Mining Permit, explosionwhich if determined adversely to TIN or MESPA, accidentwould materially and adversely affect the ability of TIN or MESPA to make use of, flood transfer or other casualty in any manner which individually or in otherwise exploit the aggregate has had or could reasonably be expected to have any Material Adverse EffectTIN Mining Permits.

Property. All (a) As of the Borrower’sdate hereof, neither the other Obligors’ and their respective Subsidiaries’ properties are in good repair and conditionCompany nor any of its Subsidiaries owns any real property. (b) Section 3.12(b) of the Disclosure Schedules lists, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date hereof, the street address of acquisition each parcel of such property as permitted in this Section, Leased Real Property and (y) where the failure identity of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair lessor, lessee 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 current occupant (if different from lessee) of each Property as such parcel 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 delinquentLeased Real Property. 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 Material Adverse Effect. None , (i) the Company or its Subsidiaries have a valid leasehold estate in all Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, (ii) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any of the property Leased Real Property is not in material compliance with all applicable Laws, except for such failures to comply, if any, which have been remedied, (iii) all leases in respect of the BorrowerLeased Real Property are in full force and effect, neither the Company nor any of its Subsidiaries has received any written notice of a breach of default thereunder, and to the Knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute a breach or default thereunder, (iv) neither the Company nor any of its Subsidiaries, has received any written threat of condemnation, eminent domain proceeding or similar Action affecting the Leased Real Property or any portion thereof and, to the Knowledge of the Company, no such Action has been threatened against the Leased Real Property or any portion thereof, (v) there has not been any sublease or assignment entered into by the Company or any of its Subsidiaries in respect of the leases relating to the Leased Real Property and (vi) no improvements have been made or authorized by any Governmental Authority the costs of which are to be assessed as special taxes or charges against any of the Leased Real Property, and there are no levied or pending assessments. The Company has made available to the Buyer true and complete copies of the leases in effect at the date hereof relating to the Leased Real Property. (c) All buildings, machinery, equipment and other Obligors tangible assets necessary for or their respective Subsidiaries is now damaged or injured material to the conduct of the business of the Company and its Subsidiaries, taken as a result of any firewhole, explosionare in good operating condition, 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 Effectnormal wear and tear excepted.

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 Citizens, Citizens or a Citizens Subsidiary (a) has good and marketable title to all the Borrower properties and assets reflected in the latest audited balance sheet included in the Citizens SEC Reports as being owned by Citizens or a Citizens 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 "CITIZENS OWNED PROPERTIES"), free and clear of all Liens of any nature whatsoever, except Permitted Encumbrances, and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Citizens SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the "CITIZENS LEASED PROPERTIES" and, collectively with the Citizens Owned Properties, the "CITIZENS 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 BorrowerCitizens, the other Obligors or their respective lessor. There are no pending or, to the knowledge of Citizens, threatened condemnation proceedings against the Citizens Real Property. Citizens and its Subsidiaries is now damaged or injured as a result are in compliance with all applicable health and safety related requirements for the Citizens 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 of (a) Except as would not, individually or in the Borrower’saggregate, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and conditionhave, 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 reasonably be in good repair and condition has not had or could not be reasonably expected to have have, a Material Adverse Effect on either the Borrower Company, the Company or one of its Subsidiaries (i) has good and marketable title to all real property and assets reflected in the REIT Guarantor. The Borrower has completed latest audited balance sheet included in such Company SEC Reports as being owned by the Company or caused 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 “Company Owned Properties”), free and clear of all Liens, except Permitted Encumbrances and (ii) 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 Owned Properties that are real property, and including all appurtenances thereto and fixtures thereon, the “Company Real Property”), free and clear of all Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be completed an appropriate investigation leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. Section 3.15 of the environmental condition of each Property Company Disclosure Schedule sets forth a true and complete list, as of the later date hereof, of all Company Real Property. 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, taken as a whole, are in reasonable operating condition. 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 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 Company’s knowledge, threatened condemnation proceedings against the Company Real Property. The 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 businesses, in each case, free and clear of all Liens, other than Permitted Encumbrances. The material tangible personal property owned or leased by the Company or its Subsidiaries, taken as a whole, is in reasonable operating condition, ordinary wear and tear excepted. (b) For purposes of this Agreement, “Permitted Encumbrances” means, with respect to the Company or Parent, as the case may be (i) statutory Liens for Taxes not yet due and payable or which are being contested in good faith through appropriate proceedings, (ii) easements, rights of way and other similar encumbrances that (A) do not materially affect the use of the Borrowerproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, no such proceedings (B) are presently threatened matters of record, or contemplated (C) would be disclosed by any taking authority whicha current, accurate survey or physical inspection of Company Owned Properties that are real property, in all such eventsthe case of the Company, individually or Parent Owned Properties that are real property, in the aggregate have had or could reasonably be expected case of Parent, (iii) Liens constituting a lease agreement that gives any third party any right to have a Material Adverse Effect. None occupy any Company Owned Property that is real property, in the case of the property Company, or any Parent Owned Property that is real property, in the case of Parent, (iv) such imperfections or irregularities of title or Liens as do not materially affect the use or value of the Borrowerproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (v) Liens securing payment, or any other obligations, of the Company or any of its Subsidiaries, in the case of the Company, or Parent or any of its Subsidiaries, in the case of Parent, with respect to Indebtedness, (vi) mechanics, materialmen’s and similar Liens imposed by law with respect to any amounts not yet due and payable or which are being contested in good faith through (if then appropriate) appropriate proceedings, and (vii) other Obligors or their respective Subsidiaries is now damaged or injured as a result Liens arising in the ordinary course of business that (A) do not materially interfere with the present uses of any fireCompany Owned Properties, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had case of the Company, or could reasonably be expected to have any Material Adverse EffectParent Owned Properties, in the case of Parent, and (B) are not incurred in connection with the borrowing of money.

Property. All (i) The Company or its Subsidiaries is the registered and/or beneficial owner of the Borrower’sreal property described in section (t) of the Company Disclosure Letter (collectively, the “Company Owned Real Property”) 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’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than real property. (xiii) with In respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionCompany Owned Real Property: neither the Company nor its Subsidiaries have received any notice, and (y) where the failure have no knowledge, of any intention of any Governmental Entity to expropriate all or any part 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, Company Owned Real Property; there are no pending eminent domain proceedings against any property leases in respect of the Borrower, the other Obligors or their respective Subsidiaries Company Owned Real Property or any part thereofthereof other than Permitted Liens; other than as disclosed in section (t)(iii) of the Company Disclosure Letter, andno 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; to the knowledge of the BorrowerCompany, 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. (iv) Each property currently leased or subleased by the Company or its Subsidiaries from a third party (collectively, the “Company Leased Properties”) is listed in section (t)(iii) of the Company Disclosure Letter, identifying the documents under which such proceedings leasehold interests are presently threatened held (collectively, the “Company Lease Documents”). The Company or contemplated by any taking authority whichits Subsidiaries, in all such eventsas applicable, individually or holds good and valid leasehold interests in the aggregate have had or could reasonably be expected to have a Material Adverse EffectCompany Leased Properties, free and clear of all Liens other than Permitted Liens. None Each of the property 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 BorrowerCompany, as against the other Obligors parties thereto. To the knowledge of the Company, neither the Company, its Subsidiaries nor any of the other parties to the Company 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 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 agreement which remains uncured. (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 (s) 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 in well water with adequate septic systems, if any) having adequate capacities for the aggregate has had or could reasonably be expected to have any Material Adverse Effectnormal operations of the Company’s and its Subsidiaries facilities.

Property. All of the Borrower’s's, its Subsidiaries' and the other Obligors’ and their respective Subsidiaries’ Operating Companies' 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 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, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' or Operating Companies' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such PersonsSubsidiary or Operating Company, 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 any of its Subsidiaries or their respective Subsidiaries any Operating Company 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 its Subsidiaries or their respective Subsidiaries any Operating Company 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 its Subsidiaries or their respective Subsidiaries any Operating Company 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. The Trustees shall be entitled to rely upon such Officers' certificate as satisfactory evidence of compliance by the Company with this Section 6.10. All proceeds of insurance received by the Trustees under this Section 6.10, at the option of the Borrower’sCompany, 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) heretoa Company Order, there are no pending eminent domain proceedings against shall be applied to the restoration or repair of any property of the Borrowerbuildings and improvements on the Property in respect of which such proceeds of insurance have been paid to the Trustees or shall be considered Deposited Cash which shall be paid out or applied by the Corporate Trustee at any time or from time to time pursuant to the provisions of Article 5. If such proceeds are to be applied other than as Deposited Cash, the Company or an Operating Subsidiary shall proceed promptly to repair, rebuild or restore the property damaged or destroyed, with such changes, alterations and modifications as may be desired by the Company or such Operating Subsidiary and the Corporate Trustee shall pay to the Company or such Operating Subsidiary, as the case may be, upon the delivery, from time to time, of an Officers' Certificate setting forth the costs theretofore incurred or paid, so much as may be necessary of the proceeds of such insurance to pay the costs of such repair, rebuilding or restoration, either on completion thereof or as the work progresses. In the event said proceeds are not sufficient to pay in full the costs of such repair, rebuilding or restoration, the Company will nonetheless complete or cause to be completed the work thereof and will pay or cause to be paid the portion of the costs thereof in excess of the amount of said insurance proceeds. In case of any loss in respect of any part of the Mortgaged and Pledged Property covered by any policy or other Obligors contract of insurance, the Company or their respective Subsidiaries an Operating Subsidiary shall have the exclusive right to seek any adjustment or settlement, and any adjustment or settlement of such loss which shall be agreed upon between the Company or an Operating Subsidiary and any insurer shall be evidenced by an Officers' Certificate furnished to the Corporate Trustee. SECTION 6.11. The Company will, at its expense, but subject to the direction and control of the Corporate Trustee, take such action, or upon the Corporate Trustee's request furnish the Corporate Trustee with funds sufficient to enable the Trustees to take such action at the Company's expense, as the Corporate Trustee may deem necessary or advisable for enforcing payment by any and all persons of any moneys payable under or pursuant to the Trust Estate or any part instrument included therein. (A) The Company will promptly or will promptly cause each instrument with respect to the Trust Estate including, without limitation, this Indenture' any supplemental indenture, financing statements, continuation statements or other instruments with respect to any thereof or the property intended to be subject to any thereof or subject to the Lien of this Indenture, to be filed, registered or recorded (and, when and if necessary, to be re-filed, re-registered or re-recorded) in such manner and in such places as may be required by any present or future law in order to, as the case may be, create or protect the valid and enforceable first lien hereof and thereof, andif any, upon the property subject hereto or thereto or intended to be subject hereto or thereto or to protect the validity hereof or thereof or to publish notice hereof or thereof or to entitle the Bondholders, directly or indirectly, to the benefits and security intended to be provided hereby or thereby, or to protect and maintain the estate, right, title, interest, claim and demand of the Trustees in, to and under the Trust Estate. (B) The Company will pay, or cause to be paid, all taxes and fees incident to each filing, registration, recording, re-filing, re-registration and re-recording required by this Indenture or any supplemental indentures, all federal or state stamp taxes and all other taxes, duties, imposts, assessments and charges and all other expenses arising out of or incident to the issuance of the Bonds and the preparation, execution and delivery of the instruments referred to in Section 6.12(A). (C) The Company covenants and agrees that it will furnish to the Corporate Trustee promptly after the execution and delivery of this Indenture, of each supplemental indenture, of each Mortgage, and each other instrument purporting to create and perfect a valid and enforceable first lien upon any of the Mortgaged and Pledged Property, an Opinion of Counsel either stating that in the opinion of such counsel this Indenture, such supplemental indenture, such Mortgage or such other instrument has been properly recorded and filed so as to make effective the lien intended to be created thereby, subject only to the liens, security interests and encumbrances set forth in the mortgage title insurance policy described in Section 5.03(C) and issued with respect to such Mortgaged and Pledged Property and the matters described in subdivision (G) of the definition of Permitted Encumbrances, and reciting the details of such action, or stating that in the opinion or such counsel no such action is necessary to make such Lien effective. (D) Within the 120 days after the end of each fiscal year of the Company commencing with the fiscal year ending December 31, 1989 while there are any Bonds Outstanding, the Company will furnish to the Corporate Trustee a favorable Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, such supplemental indenture, such Mortgage or such other instrument as is necessary to maintain the Lien of this Indenture, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such Lien. If this Indenture, any supplemental indenture, any Mortgage and any other instrument purporting to create and perfect the Lien of this Indenture have been filed, registered, recorded, re-filed, re-registered or re-recorded during the preceding 12 calendar months, such opinion shall also state that each such instrument creates and/or maintains a valid and enforceable first lien on the property, subject only to Permitted Encumbrances. SECTION 6.13. The Company will maintain an office of the Company, which shall be and remain the principal place of business of the Company, in Murfreesboro, Tennessee and shall keep its records concerning the Trust Estate at such office; provided, however, that upon at least 30 days' prior written notice to the corporate trustee, the Company may move such office and records TO any other address as set forth in such notice. SECTION 6.14. The Company will (i) keep proper records and books of account in accordance with generally accepted accounting principles consistently applied, reflecting all financial transactions of the Company and each Subsidiary, and (ii) permit or cause to permit the Trustee, personally or by its agents, accountants and attorneys, to visit or inspect any of the properties, examine the records and books of account and discuss the affairs, finances and accounts, of the Company and each Subsidiary, with the officers of the Company and Subsidiaries at such reasonable times as may be requested by the Trustees. The Trustees shall be under no duty to make any such visit, inspection or examination. The Company covenants that books of record and account will be kept in which full, true and correct entries will be made of all dealings or transactions of, or in relation to, the properties, business and affairs of the Company. SECTION 6.15. The Company will file with the Corporate Trustee, within 120 days after the end of each fiscal year of the Company commencing with the fiscal year ending December 31, 1989, an Officers' Certificate stating, as to each signer thereof, that: (1) a review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision; and (2) to the best of his knowledge, based on such review, the Company has fulfilled all of its obligations under this Indenture throughout such year, or, if there has been a Default in the fulfillment of any such obligation, specifying each such Default known to him and the nature and status thereof. SECTION 6.16. The Company covenants that it will file with the Corporate Trustee, within 120 days after the end of each fiscal year commencing with the fiscal year ending December 31, 1989, a letter or statement of the independent certified public accountants who shall have certified the consolidated financial statements of the Company for its preceding fiscal year in connection with the annual report of the Company to its limited partners for such year to the effect that in making the examination necessary for certification of such financial statements, they have obtained no knowledge of any Default by the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or Company in the aggregate performance or fulfillment of any covenant, agreement or condition contained in this Indenture during such year or, if they shall have had obtained knowledge of any such Default, specifying in such letter or could reasonably statement such Default and the nature and status thereof, it being understood that such accountants shall not be expected liable directly or indirectly for failure to have obtain knowledge of any such Default; provided, however, that until the occurrence of a Material Adverse Effect. None Fundamental Structural Change, such letter or statement may be executed and delivered by the chief financial officer of the property of the BorrowerCompany. SECTION 6.17. The Company covenants that it will not issue, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of permit to be issued, any fire, explosion, accident, flood or other casualty Bonds hereunder in any manner other than in accordance with the provisions of this Indenture and that it will faithfully observe and perform all the conditions, covenants and requirements of this Indenture and of the Bonds issued hereunder. SECTION 6.18. The Company will, and will cause each Operating Subsidiary to (i) cause each lessor of any property constituting, or intended to constitute, part of the Trust Estate (other than immaterial personal property leases) to execute any and all instruments necessary to subordinate such lessor's interest in such property (and in the related lease or lease agreement) to the Lien of this Indenture, (ii) observe and perform all of its obligations, and pay and discharge all sums payable by it, under or by virtue of any such lease or agreement constituting the Mortgaged and Pledged Property (other than immaterial personal property leases) and (iii) not suffer or permit any default for which individually such lease or agreement (other than immaterial personal property leases) may be terminated, so that, subject to the provisions of Articles 10 and 15 hereof, the rights under such lease or agreement (other than immaterial personal property leases) constituting part of the Mortgaged and Pledged Property shall be preserved unimpaired as security for the Bonds hereby secured. Nothing in this Section 6.18 shall require the Company or a Subsidiary to make any such payments or to observe any such obligations so long as in good faith the validity or amount of such payments or the duty to observe any such obligations shall be contested and the Company or a Subsidiary is not dispossessed, or if non-payment or failure to observe such obligations is not prejudicial in any material respect to the Bondholders by reason of the indemnification bond, guarantee or insurance of a person other than the Company or a Subsidiary payable to or in favor of the aggregate has had Trustees. SECTION 6.19. The Company and each Operating Subsidiary (i) will refrain from handling, treating, storing, using, discharging, releasing, spilling or could reasonably be expected disposing of any Hazardous Substances on any of the Mortgaged and Pledged Property; and (ii) will conduct its or their operations on the Mortgaged and Pledged Property at all times in compliance with all federal, state and local statutes, rules, regulations, ordinances, permits, licenses, authorizations and administrative or judicial orders relating to have the generation, recycling, reuse, sale, storage, handling, transport and disposal of any Material Adverse EffectHazardous Substances.

Property. All (i) Seller does not own fee title to any real property. (ii) Schedule 5(m)(ii) contains a complete and correct list and description 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 all of Seller's leases (xwhether oral or written) with respect to deferred maintenance existing as real property (the "Leases"), including a description of all buildings, structures, improvements, transmitters, terminals and other equipment located at each of the date of acquisition of premises underlying such property as permitted in this SectionLeases (collectively, the "Premises"), and all licensing arrangements and leases of personal property relating to the Business (y) where the failure of the properties of any Subsidiary of the Borrower "Personal Property Leases"), to which Seller is a party (either as lessor, lessee, licensor or any Subsidiary of an Obligor to be in good repair licensee). All such leases 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 licensing agreements are valid and effective in accordance with customary standards their respective terms and there are no existing defaults or events of default or events which discloses that such property is not in violation with notice or lapse of time or both would constitute defaults or which would interfere with the enjoyment by Seller or any assignee of the representations benefits of such instrument or their use 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 enjoyment of the Borrower, the other Obligors real or their respective Subsidiaries which are delinquentpersonal property. Except as set forth on Schedule 5(m)(ii), no consents are required in order to transfer any of the Leases, Personal Property Leases or licenses to Purchaser. (iii) Except as set forth on Schedule 6.1(ee5(m)(iii), all activities and operations conducted by Seller on the Premises, and all structures, improvements and fixtures by Seller on the Premises, conform to any and all applicable federal, state and local laws, ordinances and regulations, including, without limitation, zoning and building ordinances and health, environmental and safety laws, ordinances and regulations, and the Premises are zoned for the various purposes for which the Premises are currently being used. (iv) heretoExcept as set forth on Schedule 5(m)(iv), to Seller's Knowledge, there is no condition resulting from the activities of the Business which would adversely affect or impair the use of any of the Premises for the purposes for which Seller is currently using the same or which could result in the imposition of liability on Purchaser. (v) To Seller's Knowledge, there are no existing, pending eminent domain proceedings against or threatened condemnations, or violations of other governmental regulations giving rise to pending or threatened governmental or administrative actions that will materially adversely affect or impair the use of any property of the Borrower, Premises for the other Obligors or their respective Subsidiaries or any part thereof, and, purposes to which Seller is currently using 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 Effectsame.

Property. All of Except as described in the Borrower’sSEC Reports: (a) Issuer or its Subsidiaries have good and marketable title or leasehold interest, as the other Obligors’ and their respective Subsidiaries’ properties are case may be, to the Portfolio Properties described in good repair and condition, subject to ordinary wear and tear, other than the SEC Reports as being owned by Issuer or its Subsidiaries (x) except with respect to deferred maintenance existing properties described in the SEC Reports 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” reportbeing held by Issuer through joint ventures), in each case prepared free and clear of all Liens and defects (collectively, “Defects”), except where such Defects could not reasonably be expected to have or result in a Material Adverse Effect; (b) the joint venture interest in each Portfolio Property described in the SEC Reports as being held by Issuer through a recognized environmental engineer joint venture is owned free and clear of all Defects except for such Defects that could not reasonably be expected to have or result in accordance with customary standards which discloses that such property is not in violation a Material Adverse Effect; (c) all Liens on or affecting the Portfolio Properties of the representations and covenants set forth in this Agreement, unless such violation has been Issuer or its Subsidiaries are disclosed in writing the SEC Reports, except for any such interests that could not reasonably be expected to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid have or outstanding real estate or other taxes or assessments on or against any property result in a Material Adverse Effect; (d) none of the BorrowerIssuer, 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 thereof, andor, to the knowledge of Issuer, any lessee of any of the BorrowerPortfolio Properties is in default under any of the leases governing the Portfolio Properties, no except such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or defaults that could not reasonably be expected to have or result in 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 and Issuer does not know of any fireevent which, explosionbut for the passage of time or the giving of notice, accidentor both, flood or other casualty in would constitute a default under any manner which individually or in the aggregate has had or of such leases, except such defaults that could not reasonably be expected to have or result in a Material Adverse Effect; (e) assuming that the contracts are valid and binding obligations of the Third Parties party thereto, all contracts of Issuer and any Subsidiary relating to franchising or the provision of property management or similar services are enforceable by and in the name of Issuer or a Subsidiary, as the case may be, except as could not reasonably be expected to have or result in a Material Adverse Effect; (f) each of the Portfolio Properties complies with all applicable Law, except for such failures to comply that could not reasonably be expected to have or result in a Material Adverse Effect; and (g) neither Issuer nor any Subsidiary has any knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that would in any manner affect the size of, use of, improvements on, construction or access to the Portfolio Properties, except such proceedings, changes, or actions that could not reasonably be expected to have or result in a Material Adverse Effect.

Property. All (a) Section 5.16(a) of the Borrower’s, Company Disclosure Letter contains a correct and complete list by address and legal description of the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject Company Owned Real Estate as of the date hereof. (i) Neither the Company nor any of its Subsidiaries lease or grant any person the right to ordinary wear and tearuse or occupy all or any part of the Company Owned Real Estate, other than as set forth in Section 5.16(a)(i) of the Company Disclosure Letter, (xii) with respect neither the Company nor any of its Subsidiaries has granted any person an option, right of first offer, or right of first refusal to deferred maintenance existing purchase such Company Owned Real Estate or any portion thereof or interest therein, (iii) neither the Company nor any of its Subsidiaries has received written notice of any pending, or to the knowledge of the Company threatened, condemnation proceeding affecting any Company Owned Real Estate or any portion thereof or interest therein, (iv) no portion of the Company Owned Real Estate is in violation of any Law, and there are no presently outstanding and uncured notices of violation of any Law, (v) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or investigation, against or affecting the Company or the Company Owned Real Estate, in any court or before or any Governmental Entity, except as set forth in Section 5.16(a)(v) of the Company Disclosure Letter, (vi) no public improvements (other than those which are physically complete as of the date of acquisition this Agreement), for which the Company Owned Real Estate could be assessed, have been ordered to be made; no assessments for public improvements have been levied or made against the Company Owned Real Estate which remain unpaid; and all such assessments which have been or could be levied for public improvements ordered, commenced or completed prior to the date of this Agreement have been paid for in full by the Company, (vii) the Company or one of its Subsidiaries has good and marketable fee simple title to the Company Owned Real Estate, (viii) each piece of Company Owned Real Estate constitutes a separate tax parcel and is separately assessed for real estate Tax purposes, (ix) no portion of the Company Owned Real Estate is the subject of any abatement, reduction, deferral or “roll back” with regard to real estate Taxes, nor any other Contract whereby the Company Owned Real Estate may be subject to the imposition of real estate Taxes after the date of this Agreement on account of periods of time prior to the date of this Agreement, (x) all real estate Taxes currently due and payable with respect to the Company Owned Real Estate have been paid; there is no proceeding pending for the adjustment of the assessed valuation of all or any portion of the Company Owned Real Estate for real estate Tax purposes; the Company Owned Real Estate has been assessed and real estate Taxes have been paid on the basis of the value of all improvements as completed, (xi) except as set forth in Section 5.16(a)(xi) of the Disclosure Letter, no portion of the Company Owned Real Estate is located within a flood hazard area, (xii) no portion of the Company Owned Real Estate constitutes wetlands, (xiii) no impact fees have been imposed, assessed or levied against the Company Owned Real Estate prior to the date of this Agreement; no impact fees are contemplated by any Governmental Entity to be imposed, assessed or levied against the Company Owned Real Estate and any such property as permitted impact fees imposed, assessed or levied upon the Company Owned Real Estate prior to date of this Agreement have been paid for in this Sectionfull by the Company, or the Company has created adequate reserves therefor, (xiv) the buildings and other improvements on the Company Owned Real Estate are structurally sound; the mechanical, electrical and plumbing systems thereon are in proper working order; the roof on said buildings is water-tight and has an expected remaining life of at least five (5) years; and the buildings and other improvements on the Company Owned Real Estate are in material compliance with all applicable Laws, and will be in such compliance upon the occupancy thereof by one or more occupants, (xv) the Company Owned Real Estate is the only real estate owned by Company or any of its Subsidiaries, and (yxvi) where there are no leases, licenses or occupancy agreements affecting the failure Company Owned Real Estate, other than the Leases. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (b) Section 5.16(b)(i) of the properties Company Disclosure Letter contains a correct and complete list of any Subsidiary all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto), including the date and name of the Borrower or any Subsidiary of an Obligor parties 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 Guarantorsuch Lease. The Borrower Company has completed or caused Made Available to be completed an appropriate investigation of the environmental condition Parent a correct and complete copy 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 delinquentLease. Except as set forth in Schedule 6.1(eeSection 5.16(b)(ii) hereto, there are no pending eminent domain proceedings against any property of the BorrowerCompany Disclosure Letter, with respect to each of the other Obligors or their respective Leases (i) such Lease is legal, valid, binding, enforceable, and in full force and effect, (ii) neither the Company nor any of its Subsidiaries or any part thereof, andnor, to the knowledge of the BorrowerCompany, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such proceedings Lease, (iii) the Company’s or any of its Subsidiary’s possession and quiet enjoyment of the Company Leased Real Estate under such Lease has not been disturbed, and to the knowledge of the Company, there are presently threatened or no disputes with respect to such Lease, (iv) there are no Liens on the estate created by such Lease other than Permitted Liens, (v) the transactions contemplated by this Agreement do not require consent by or notice to the landlord under any taking authority whichof the Leases, (vi) the Company has accepted possession of the Company Leased Real Estate and is in present occupancy of the Company Leased Real Estate, (vii) the Company has not received, nor been informed of, the issuance of, any notice from a Governmental Entity of a violation of the zoning, safety, fire, health or other ordinances affecting the Company Leased Real Estate or its occupancy, which violation has not been cured, and (viii) except pursuant to the Existing Credit Agreement, the Company has not assigned, mortgaged or pledged all or any part of its leasehold under any Lease or sublet all or any part of the Company Leased Real Estate. Except pursuant to the Existing Credit Agreement, neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease or any interest therein nor has the Company or any of its Subsidiaries subleased, licensed or otherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such eventsCompany Leased Real Estate or any portion thereof. (c) The Company Owned Real Estate identified in Section 5.16(a)(i) of the Company Disclosure Letter and the Company Leased Real Estate identified in Section 5.16(b)(i) of the Company Disclosure Letter comprise all of the real property used or intended to be used in, individually or otherwise related to, the business of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received written notice of any claim of adverse possession or prescriptive rights involving or affecting any of the Company Owned Real Estate or the Company Leased Real Estate, (ii) that any structure or improvement located on any Company Owned Real Estate or any Company Leased Real Estate encroaches on or over the boundaries of neighboring or adjacent properties, or (iii) that any structure of any other person encroaches on or over the boundaries of any Company Owned Real Estate or any Company Leased Real Estate. The use of the Company Owned Real Estate and the Company Leased Real Estate as currently used is a permitted use by right in the aggregate applicable zoning classification and is not a nonconforming use or a conditioned use, and no variances are needed and none have had been granted with respect to the Company Owned Real Estate or could reasonably be expected to have a Material Adverse Effect. None the Company Leased Real Estate. (d) To the knowledge of the Company, all of the Company Owned Real Estate and the Company Leased Real Estate has permanent rights of access to dedicated public highways or roads. All electric, gas, water, sewage, communications and other utilities necessary to conduct the business of the Company and its Subsidiaries on the Company Owned Real Estate and the Company Leased Real Estate are sufficient for the normal operation of the business of such Company or Subsidiary of the Company. (e) Except as set forth in Section 5.16(e) of the Company Disclosure Letter, the Company and each of its Subsidiaries are in possession of and have good and marketable title to, or valid leasehold interests in or valid rights under contract to use, all assets, rights and properties owned, leased or used by the Company or such Subsidiary (including the Company Owned Real Estate, all machinery, equipment, furniture, fixtures and other tangible personal property and assets), free and clear of all Liens other than Permitted Liens. The assets, rights and properties owned, leased or used by the Company or any of its Subsidiaries constitute all of the assets, rights and properties necessary and sufficient for Parent and the Surviving Corporation to operate the business of the Company and its Subsidiaries after the Effective Time in the same manner as conducted by the Company and its Subsidiaries in the twelve (12) months prior to the date hereof. All of the tangible personal property 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 (i) free from defects or other casualty deficiency (whether in any manner which individually design or manufacture), (ii) usable in the aggregate has had or could reasonably be expected regular and ordinary course of business consistent with past practice, (iii) in conformity with all applicable Laws and licenses relating to have any Material Adverse Effecttheir manufacture, use and operation, (iv) in good operating condition and repair, ordinary wear and tear excepted, and (v) adequate for the purposes for which such tangible personal property was being used by the Company and its Subsidiaries.

Property. All The Property consists of an extrusion press facility and other capital equipment which will be constructed on the Site. Such Site is located in the State of Ohio. Such Property as improved in accordance with the related Plans and Specifications and the use thereof by the Lessee and its agents, assignees, employees, invitees, lessees, licensees, contractors and tenants will comply in all material respects with all Requirements of Law and Insurance Requirements, except for such Requirements of Law as the Lessee shall be contesting in good faith by appropriate proceedings. The related Plans and Specifications have been or will be prepared in all material respects in accordance with applicable Requirements of Law and upon completion of the Borrower’sProperty in accordance with the Plans and Specifications, such Property will not encroach in any manner onto any adjoining land (except as permitted by express written easements or as insured by appropriate title insurance) and such Property will comply in all Material respects with all applicable Requirements of Law. Upon completion of such Property in accordance with the related Plans and Specifications, the other Obligors’ Property including, without limitation, structural members, the plumbing, heating, air conditioning and their respective Subsidiaries’ properties are electrical systems thereof, and all water, sewer, electric, gas, telephone and drainage facilities will be completed in a workmanlike manner and in accordance with the Plans and Specifications and will be in good repair working condition and conditionfit for use as an extrusion press facility, subject and all other utilities required to ordinary wear adequately service the Property for its intended use are or will be available and tear"tapped on" and hooked up pursuant to adequate permits. Except as described in Guarantor's Annual Report on Form 10-K for the year ended December 31, other than 1996, and Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, there is no action, suit or proceeding (xincluding any proceeding in condemnation or eminent domain or under any Environmental Law) pending or, to the best of the Lessee's knowledge, threatened with respect to deferred maintenance existing as of the date of acquisition of Lessee, its Affiliates or such property as permitted in this SectionProperty which adversely affects the title to, 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 use, operation 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’svalue of, the Obligors’ Property or the applicable Subsidiary’s purchase thereof Site. No fire or other casualty with respect to the Property or the date upon Site has occurred 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 Property has available all material services of public facilities and other utilities necessary for use and operation of such facility for its primary intended purpose, including, without limitation, adequate water, gas and electrical supply, storm and sanitary sewerage facilities, telephone, other required public utilities and means of access to such facility from publicly dedicated streets and public highways for pedestrians and motor vehicles. All utilities serving such Property, or proposed to serve such Property in accordance with the related Plans and Specifications, are located in, and vehicular access to the Property is provided by, either public rights-of-way abutting such Property or Appurtenant Rights. All material licenses, approvals, authorizations, consents, permits (including, without limitation, building, demolition and environmental permits, licenses, approvals, authorizations and consents), easements and rights-of-way, including proof and dedication, required for (x) the use, treatment, storage, transport, disposal or disposition of any Hazardous Substance on, at, under or from such Site during the delivery and installation of the property Equipment thereon, and (y) delivery and installation of such Equipment in accordance with the Borrowerrelated Plans and Specifications has either been obtained from the appropriate Governmental Authorities having jurisdiction or from private parties, as the other Obligors case may be, or their respective Subsidiaries is now damaged will be obtained from the appropriate Governmental Authorities having jurisdiction or injured from private parties, as a result of the case may be, prior to commencing any firesuch delivery, explosioninstallation, accidentuse and operation, flood as applicable and will in each case be maintained by the Lessee during the periods for which they are required by Applicable Law or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectsuch Governmental Authorities.

Property. All (a) Section 3.15(t)(a) of the Borrower’sVS Disclosure Letter sets forth a true, the other Obligors’ correct 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 complete list as of the date of acquisition this Agreement of all material Leased Real Property and all Real Property Leases (as hereinafter defined) pertaining to such property as permitted in this Section, Leased Real Property (including the date and (y) where the failure name of the properties of any Subsidiary parties to each lease document). With such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all of the Borrower leases, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in to the Leased Real Property by or to any Subsidiary of an Obligor to be VS Company, including all amendments and modifications thereof (collectively, the “Real Property Leases”) are in good repair full force and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either effect and represent the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation legal, valid and binding obligations 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, VS Company party thereto and, to the knowledge of the BorrowerVS Companies, represent the legal, valid and binding obligations of the counterparties thereto; and (ii) (x) the VS Companies have performed in all respects all respective obligations required to be performed by them to date under the Real Property Leases to which any VS Company is a party or by which they are bound, and neither the VS Companies nor, to the knowledge of the VS Companies, any other party thereto is in breach of or default under any such Real Property Lease, (y) during the last twelve (12) months, none of the VS Companies has received any written claim or notice of termination or breach of or default under any such Real Property Lease, and (z) no such proceedings are presently threatened or contemplated by any taking authority event has occurred which, with the delivery of notice, the passage of time or both, individually or together with other events, would reasonably be expected to result in a breach of or a default, or would permit the acceleration of rent under any such Real Property Lease by the VS Companies or, to the knowledge of the VS Companies, any other party thereto. The Leased Real Property is in good condition and repair in all material respects, normal wear and tear excepted. The VS Companies have delivered a true and complete copy of each Real Property Lease prior to the date of this Agreement. (b) None of the VS Companies has any ownership in any real property. (c) With such eventsexceptions as have not had and would not reasonably be expected to have, individually or in the aggregate have had or could reasonably be expected to have aggregate, a Company Material Adverse Effect. None , each of the property VS Companies have good title to or valid leasehold or license interests in all of the Borrowerassets and personal property that they purport to own, lease or license (including those assets reflected on the other Obligors or their respective Subsidiaries is now damaged or injured as a result Financial Statements), free and clear of any fireand all Liens other than Permitted Liens. Such assets and properties constitute all of the assets and personal properties which are owned, explosion, accident, flood used or other casualty in any manner which individually or held for use in the aggregate has had conduct by the VS Companies of their businesses as they are currently conducted or could reasonably contemplated to be expected to have any Material Adverse Effectconducted.

Property. All Each Store in which Acquiror will assume the real estate lease hereunder is listed on Schedule 3.8 (together with the Owned Store, the "ACQUIRED STORES"). With respect to any real estate lease underlying an Acquired Store (each, a "STORE LEASE" and together, the "STORE LEASES"), a true and complete copy of each such Store Lease has been delivered to the Acquiror. With respect to each Store Lease, (a) the Store Lease has been validly executed and delivered by the Company or the Operating Subsidiary, as the case may be, and by the other party or parties thereto and is a binding agreement; (b) the Company or the Operating Subsidiary, as the case may be, is not, and no other party to the Store Lease is, in material breach or material default, and, no event has occurred on the part of the Borrower’sCompany or the Operating Subsidiary, as the case may be, or on the part of any other party which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Store Lease; (c) upon the assumption of the Store Lease by Acquiror as contemplated by Section 1.5(b), except as set forth on Schedule 3.8, the Store Lease will continue to be binding on the Acquiror and the Landlord in accordance with its terms immediately following the Closing Date; (d) the Company or the Operating Subsidiary, as the case may be, has not repudiated and no other Obligors’ party to the Store Lease has repudiated any provision thereof; (e) there are no material disputes, oral agreements or delayed payment programs in effect as to the Store Lease; and their respective Subsidiaries’ properties (f) all facilities leased under each Store Lease are fit for the operation of the Store and have been reasonably maintained. All heating, cooling, lighting, plumbing and electrical systems under each Store Lease are in good repair and working order. All fixtures, furnishings and improvements under each Store Lease, including but not limited to, mirrors, linoleum, shades, awnings, blinds, carpeting, curtains, draperies and ceiling and wall lighting fixtures, are in reasonably good and clean 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 6.1 Any patents, copyrights, trade secret, trademark and other intellectual properties existing prior to the Borrower’s, Effective Date (“Background IP”) shall belong to the other Obligors’ and their respective Subsidiaries’ properties are party that owned such rights prior to the Effective Date. Both Parties agree that nothing in good repair and condition, subject this Agreement shall be construed to ordinary wear and tear, other than (x) grant either party any license with respect to deferred maintenance existing as the other’s Background IP. 6.2 Any patents, copyrights, trade secrets, knowhow, trademark and other intellectual properties arising from the performance of the date Service under this Agreement and using Smartkem’s technology including materials, process (“Smartkem Foreground IP”) shall belong to Smartkem solely and ITRI hereby assigns to Smartkem, by way of acquisition future assignment, all and any intellectual property rights in such Smartkem Foreground IP upon full payment being made by Smartkem. ITRI hereby undertakes, upon request by Smartkem, to promptly execute such further documentation and do such things as ​ ​ Smartkem may require from time to time in order to give effect to the provisions of such property as permitted this clause 6.2. This clause 6.2 shall survive termination of this agreement for any reason. Article 7Disclaimers and Limitation of Liability 7.1 THE SERVICES, DELIVERABLES AND ANY INFORMATION, DOCUMENTATION, COMPONENTS, MATERIALS THEREOF PROVIDED BY ITRI HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS AND ITRI DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7.2 IN NO EVENT WILL ITRI BE LIABLE FOR ANY LOST PROFITS, LOST SAVING OR OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE DELIVERABLES EVEN IF ITRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. 7.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY, ITRI’S LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED 10% OF THE TOTAL AMOUNT ACTUALLY RECEIVED BY ITRI UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT. 7.4 Nothing in this Sectionclause 7 shall limit ITRI’s liability in respect of any breach of article 8. Article 8Confidentiality 8.1 ITRI and Smartkem agree that any and all knowledge, information and data furnished by either party (hereinafter referred to as “Disclosing Party”) to the other party (hereinafter referred to as “Receiving Party”), and claimed and designated by Disclosing Party to be “confidential” or “proprietary” (y“Confidential Information”) where shall be kept in confidence and shall not be disclosed to any third party, provided that such Confidential Information shall be given in writing or, if oral, be reduced to writing within thirty (30) days and shall be marked “confidential” or “proprietary” to indicate the failure claims of ownership and secrecy. The Receiving Party shall not reverse engineer, reverse assemble, de-compile, use or reproduce in any way, any Confidential Information of the properties Disclosing Party except in performance of the Service set forth herein. The Receiving Party shall protect the Confidential Information of the Disclosing Party with the same standard of care and procedures used by the Receiving Party to protect its own confidential information of similar importance but at all times using at least a reasonable degree of care. 8.2 The Receiving Party shall only permit access to Confidential Information to those of its officers, agents, and employees, or those officers, agents and employees of any Subsidiary entity which controls, is controlled by or is under common control 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 Receiving Party, who have a Material Adverse Effect on either the Borrower need to know and who have signed confidentiality agreements or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property are otherwise bound by confidentiality obligations at least 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 restrictive as those contained in this Agreement. The Receiving Party shall also require its officers, unless agents, and employees involved in the Service to strictly comply with this article. If any officer, agent, or employee of the Receiving Party or an entity which controls, is controlled by or is under common control of the Receiving Party with whom the Confidential Information has been shared violates this article, such violation has been disclosed in writing shall be deemed as a violation of this article by the Receiving Party. 8.3 Article 8.1 shall not be applicable and shall impose no obligation on the Receiving Party with respect to any portion of Confidential Information which: (a) was or becomes generally available to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or public 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 than as a result of disclosure by the Receiving Party; or (b) was or becomes available to the Receiving Party on a non-confidential and non-restricted basis from third parties, provided that such third parties are, to the Receiving Party’s best knowledge, not bound by an obligation of confidentiality with the Disclosing Party; or (c) was the Receiving Party’s possession on a non-confidential and non- restricted basis as can be proved by documentary evidence prior to disclosure thereof by the Disclosing Party; or (d) is developed by the Receiving Party independently without use any fireConfidential Information of the Disclosing Party; or (e) is required by government regulation, explosionby law or by a court of competent jurisdiction to be disclosed, accidentprovided that the Disclosing Party is given adequate notice so that it may protect such disclosure. 8.4 The obligation of confidentiality set forth herein shall continue for a period of 5 years after termination of agreement, flood notwithstanding expiration or other casualty termination of this Agreement. 8.5 All Deliverables and any results obtained hereunder shall in any manner which individually or in event be deemed Confidential Information of ITRI and subject to the aggregate has had or could reasonably be expected to have any Material Adverse Effectterms and conditions herein.

Property. All (a) As of the Borrower’sdate hereof, the real property described in Section 3.14(a) of the Disclosure Schedule constitutes all of the real property owned in fee simple by the Company and its Subsidiaries (the "Owned Real Property"). Either the Company or one of its Subsidiaries: (i) has good, marketable and valid indefeasible fee simple title to all of the Owned Real Property, free and clear of all Liens other Obligors’ than Permitted Liens; (ii) is in possession of the Owned Real Property and their respective there are no leases, licenses or occupancy agreements pursuant to which any third party is granted the right to use of the Owned Real Property other than reciprocal easement agreements and other encumbrances on title to real property that do not materially detract from the use or operations of the property subject thereto as currently used or operated; (iii) has adequate right of ingress and egress to the Owned Real Property; and (iv) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein. (b) As of the date hereof, the real property demised by the leases set forth in Section 3.14(b) of the Disclosure Schedule (the "Leased Real Property") constitutes all of the real property leased by the Company and its Subsidiaries’ properties . The Leased Real Property leases are valid, legally binding, enforceable and in good repair full force and conditioneffect, and the Company or a Subsidiary of the Company holds a valid and existing leasehold interest under each such lease, subject to ordinary wear the Bankruptcy and tear, other than (x) with respect Equity Exception. The Company has delivered or made available to deferred maintenance existing as Purchaser true and correct copies of each of the date leases described in Section 3.14(b) of acquisition the Disclosure Schedule, and none of such property as permitted leases has been modified in this Sectionany material respect, and (y) where except to the failure extent that such modifications are disclosed by the copies delivered or made available to Purchaser. Neither the Company nor any of its Subsidiaries is in breach of or default in any material respect under, or has received since the properties Prior Acquisition Date any written claim of or default in any Subsidiary of the Borrower or material respect under, 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 thereofleases, and, to the knowledge Company's Knowledge, no counterparty to any such lease is in default in any material respect under any such leases which has not been cured. (c) As of the Borrowerdate hereof, the Company or one of its Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of the personal property that they purport to own (other than immaterial personal property disposed of in the ordinary course of business), free and clear of all Liens, except for Permitted Liens. (d) To the Company's Knowledge, all buildings, structures, improvements, fixtures, machinery, building systems and equipment, and all components thereof, included in the Owned Real Property and the Leased Property (the "Improvements") are in adequate condition and repair, normal wear and tear excepted, for the operation of the business of the Company and its Subsidiaries as presently conducted. To the Company's Knowledge, there are no such proceedings structural deficiencies affecting any of the Improvements, and there are presently threatened no facts or contemplated by conditions affecting any taking authority which, in all such eventsof the Improvements which 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 the property Improvements or any portion thereof in the operation of the Borrower, business of 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 or could reasonably be expected to have any Material Adverse Effectpresently 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 (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 owner of each UDR Contribution 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(each, a “Phase II” report, in UDR Property Owner”) is the sole owner of such UDR Contribution Property and has good and marketable fee simple title to 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 UDR Contribution Properties, free and covenants set forth in this Agreementclear of Liens, unless such violation has been disclosed in writing to the Agent except for UDR Property Permitted Exceptions and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or any other taxes or assessments on or against limitations of any property of the Borrowerkind, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) heretoif any, 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, that would not individually or in the aggregate have had or could aggregate, reasonably be expected to have a DownREIT Partnership Material Adverse Effect. None . (ii) The UDR Contribution Properties are not subject to any rights of the property way, restrictive covenants (including deed restrictions or limitations issued pursuant to any Environmental Law), declarations, agreements, or Laws affecting building use or occupancy, or reservations of the Borrower, the an interest in title except for Permitted Exceptions and any other Obligors or their respective Subsidiaries is now damaged or injured as a result limitations of any firekind, explosionif any, accident, flood or other casualty in any manner which that would not individually or in the aggregate has had or could aggregate, reasonably be expected to have any a DownREIT Partnership Material Adverse Effect. (iii) No material certificate, permit or license from any Governmental Authority having jurisdiction over any of the UDR Contribution Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the UDR Contribution Properties or that is necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the UDR Contribution Properties has not been obtained and is not in full force and effect, and except for such failures to obtain and to have in full force and effect, which would not, individually or in the aggregate, reasonably be expected to have a DownREIT Partnership Material Adverse Effect and (B) neither the Public Parties nor any of their subsidiaries has received written notice of any violation of any Law or any investigation relating to a possible violation of Law affecting any of the UDR Contribution Properties issued by any Governmental Authority which have not been cured, contested in good faith or which violations would, individually or in the aggregate, reasonably be expected to have a DownREIT Partnership Material Adverse Effect. (iv) Neither Public Parties nor any of their subsidiaries has received any written notice to the effect that (A) any condemnation or rezoning proceedings are pending or threatened with respect to any of the UDR Contribution Properties, except for any such proceedings that have been initiated in connection with the development or redevelopment of any of the UDR Contribution Properties, or (B) any Laws including any zoning regulation or ordinance (including with respect to parking), board of fire underwriters rules, building, fire, health or similar Law, code, ordinance, order or regulation has been violated for any UDR Contribution Property, which in the case of clauses (A) and (B) above, would, individually or in the aggregate, reasonably be expected to have a DownREIT Partnership Material Adverse Effect. (v) Neither Public Parties nor any of their subsidiaries has (A) granted or is bound by or subject to the terms of any unexpired option agreements, rights of first offer, rights of first negotiation or rights of first refusal with respect to the purchase of a UDR Contribution Property or any portion thereof or any other unexpired rights in favor of third Persons to purchase or otherwise acquire a UDR Contribution Property or any portion thereof that would materially adversely affect DownREIT Partnership or its subsidiary’s ownership or right to use a UDR Contribution Property, or (B) entered into any contract for sale, ground lease or letter of intent to sell or ground lease any UDR Contribution Property or any portion thereof. To the extent that any UDR Contributed Party is contributed by an assignment of ownership interests, the foregoing representation shall be deemed to apply to any assignment of ownership interests.