Common use of Real Estate Assets Clause in Contracts

Real Estate Assets. (a) The Company has good, valid and marketable title to that certain parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “Fee Property“), free and clean of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ and, together with the Fee Property, the “Real Property“), free and clear of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and as of the date hereof the Company has not received any written notice of any such proposed public improvements or re-zoning measures by any Governmental Entity. (c) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together with any amendments thereto (the “Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (d) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries, except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, to the extent required, under the terms of the Real Property Leases for (i) any transfer effected since January 1, 2010 of the leasehold interest of the applicable tenant under its Real Property Lease to the Company or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

Real Estate Assets. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received or shall so receive in accordance with the terms and conditions of the Post-Closing Letter from Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 3.1(h) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgage(s) to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) The Company has goodALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Closing Date Mortgaged Property (each, valid and marketable title to that certain parcel a “Title Policy”) in amounts not less than the fair market value of real property known as 601 and 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “Fee each Closing Date Mortgaged Property“), free and clean of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ and, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Fee Property, the “Real Property“), free Closing Date and clear copies of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any recorded documents of record listed as exceptions to title on or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent, and (B) evidence satisfactory to Collateral Agent that such policies) currently insuring Credit Party has paid to the Fee Property title company or to the appropriate Governmental Authorities all expenses and copies premiums of the most recent surveys title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the same. None of Mortgages for each Closing Date Mortgaged Property in the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property.appropriate real estate records; (bv) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the Fee Property. To the Knowledge National Flood Insurance Program, in each case in compliance in all material respects with any applicable regulations of the CompanyBoard of Governors, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property form and as of the date hereof the Company has not received any written notice of any such proposed public improvements or re-zoning measures by any Governmental Entity.substance reasonably satisfactory to Collateral Agent; and (cvi) The Company has made available to Parent and Merger Sub true, complete and accurate copies ALTA surveys of all material leasesClosing Date Mortgaged Properties which are not Leasehold Properties, subleases, licenses, or other occupancy agreements relating certified to each Leased Property, together with any amendments thereto (the “Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use Collateral Agent and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (d) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries, except as, individually or in the aggregate, has dated not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, more than thirty days prior to the extent required, under the terms of the Real Property Leases for (i) any transfer effected since January 1, 2010 of the leasehold interest of the applicable tenant under its Real Property Lease to the Company or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectClosing Date.

Real Estate Assets. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor: (ai) The Company has goodfully executed and notarized Mortgages, valid and marketable title in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 3.1(h) (each, a “Closing Date Mortgaged Property’’); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent; provided that certain parcel any counsel used in connection with the creation of real property known as 601 and 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (Liens securing Existing Indebtedness shall be deemed to be reasonably satisfactory to the “Fee Property“), free and clean of all Liens except for Permitted Liens. The Fee Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the only real property owned enforceability of the form(s) of Mortgages to be recorded in fee such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by the Company or any of its Subsidiaries. The First American Title Insurance Company or one or more title companies reasonably satisfactory to Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Closing Date Mortgaged Property“ and, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Fee Property, the “Real Property“), free Closing Date and clear copies of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any recorded documents of record listed as exceptions to title on or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to Collateral Agent that such policies) currently insuring Credit Party has paid to the Fee Property title company or to the appropriate governmental authorities all expenses and copies premiums of the most recent title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (v) flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (vi) surveys (which may be ALTA surveys or surveys in the form of Express Maps prepared by First American Title Insurance Company) of the Closing Date Mortgaged Properties identified on Schedule 3.1(h)(vi), certified to Collateral Agent and dated not more than 60 days prior to the Closing Date; provided that, “No Change” affidavits shall be accepted by the Collateral Agent in lieu of new ALTA surveys so long as the same are acceptable to the applicable title companies and the Collateral Agent is able to obtain ALTA mortgagee title insurance policies in form and substance reasonably satisfactory to Collateral Agent on the basis of the same. None of Notwithstanding the Fee Property is subject to any optionforegoing, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to any Closing Date Mortgaged Property with respect to which the Fee Property. To the Knowledge of the Companydocuments, there are no public improvements or re-zoning measures proposed or opinions and actions described in progress that will result in special assessments against or otherwise adversely affect the Fee Property and as of the date hereof the Company has not received any written notice of any such proposed public improvements or re-zoning measures by any Governmental Entity. (c) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together with any amendments thereto (the “Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (d) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries, except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, to the extent required, under the terms of the Real Property Leases for clauses (i) any transfer effected since January 1, 2010 of the leasehold interest of the applicable tenant under its Real Property Lease through (vi) above have not been delivered or taken on or prior to the Company Closing Date, the delivery of such documents and opinions and the taking of such actions shall not constitute a condition precedent to the initial Credit Extension, and Borrower shall deliver or any cause to be delivered such documents and opinions, and take or cause to be taken such other Subsidiaryactions, whether by assignmentas may be required under clauses (i) through (vi) above, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of within the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or periods set forth in the aggregate, have or reasonably be expected to have a Material Adverse EffectPost-Closing Agreement.

Real Estate Assets. (a) The Company has goodIn order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and marketable title and, subject to that certain parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxxany filing and/or recording referred to herein, Xxx Xxxx, Xxx Xxxx (the “Fee Property“), free and clean of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold perfected First Priority security interest in each parcel Material Real Estate Asset, Collateral Agent shall have received from Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 3.1(l) (each, a "CLOSING DATE MORTGAGED PROPERTY"); (ii) an opinion of real property leasedcounsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Collateral Agent may reasonably request, subleased, licensed or otherwise occupied by in each case in form and substance reasonably satisfactory to Collateral Agent; (iii) in the Company or any case of its Subsidiaries (the “Leased Property“ and, together with the Fee each Leasehold Property that is a Closing Date Mortgaged Property, the “Real Property“)(1) a Landlord's Consent, free Estoppel Certificate and clear of all Liens except for Permitted Liens. The Company has made available to Parent Amendment and Merger Sub copies of any (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (A) ALTA mortgagee title insurance policies (or other policies available in such state and reasonably satisfactory to Collateral Agent) or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Closing Date Mortgaged Property (each, a "TITLE POLICY"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of any all recorded documents of record listed as exceptions to title on or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to Collateral Agent that such policies) currently insuring Credit Party has paid to the Fee Property title company or to the appropriate governmental authorities all expenses and copies premiums of the most recent surveys title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the same. None Board of Governors of the Fee Property is subject Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; (vi) ALTA/ACSM surveys (or any optionother surveys available in such state and reasonably satisfactory to Collateral Agent) of all Closing Date Mortgaged Properties, lease, license, sublease or other occupancy agreement granting certified to any Third Party any right Collateral Agent and dated not more than thirty days prior to use, occupy or enjoy any material portion of the Fee Property or Closing Date and in form and substance reasonably satisfactory to obtain title to any portion of the Fee PropertyCollateral Agent. (bvii) As of the date hereof, fully executed UCC-1 fixture filings for filing in each location Collateral Agent reasonably determines to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and as of the date hereof the Company has not received any written notice of any such proposed public improvements or re-zoning measures by any Governmental Entity.be appropriate; and (cviii) The Company has made available an appraisal of each Closing Date Mortgaged Property in form and substance reasonably acceptable to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together with any amendments thereto (the “Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectCollateral Agent. (d) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries, except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, to the extent required, under the terms of the Real Property Leases for (i) any transfer effected since January 1, 2010 of the leasehold interest of the applicable tenant under its Real Property Lease to the Company or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

Real Estate Assets. (a) Section 3.12(a)(i) of the Company Disclosure Letter contains a true, correct and complete list of all Owned Real Property. The Company or one or more of its Subsidiaries has good and marketable fee simple title to all Owned Real Property, each free and clear of all Liens, except Permitted Liens. Except as set forth in Section 3.12(a)(ii) of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any of its Subsidiaries (A) lease all or any part of the Owned Real Property or (B) has received notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Owned Real Property. (b) Section 3.12(b)(i) of the Company Disclosure Letter contains a true, correct and complete list of all material real property leased or subleased (whether as tenant or subtenant) by the Company or any Subsidiary of the Company (including the improvements thereon, the “Leased Real Property”). The Company has goodmade available to Parent a true, valid correct, and marketable title complete copy of each Lease for Leased Real Property to that certain parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “Fee Property“), free and clean of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by which the Company or any of its SubsidiariesSubsidiaries is a party, including all amendments thereto. The Company or one of its Subsidiaries has a good and valid leasehold interest estates in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “all Leased Property“ and, together with the Fee Real Property, the “Real Property“), each free and clear of all Liens Liens, except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and as of the date hereof the Company has not received any written notice of any such proposed public improvements or re-zoning measures by any Governmental Entity. (c) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together with any amendments thereto (the “Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to exclusive possession of each Leased Real Property, other than any use and occupy occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business, true, correct and complete copies of which have been provided to Parent. (c) Section 3.12(c)(i) of the Company Disclosure Letter contains a true, correct and complete list of all material personal property leased or subleased (whether as lessee or sublessee) by the Company or any Subsidiary of the Company (the “Leased Personal Property”). The Company has made available to Parent a true, correct, and complete copy of each Lease for Leased Personal Property to which the Company or any of its Subsidiaries is a party, including all amendments thereto. The Company or one of its Subsidiaries has good and valid title in all Leased Personal Property, each free and clear of all Liens, except Permitted Liens. The Company or one of its Subsidiaries has exclusive possession of the Leased Property for Personal Property, other than any use and rights granted to third-party owners, lessors or licensees pursuant to agreements with respect to such property entered in the ordinary course of business, true, correct and complete copies of which have been provided to Parent. (d) Each Lease is in full term force and effect and is valid and enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Real Property court before which any proceeding therefor may be brought. There is no default under any Lease relating either by the Company or its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, except for and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or its Subsidiaries thereunder. Neither the Company nor any failure of its Subsidiaries has assigned (collaterally or otherwise) or granted any other security interest in the Leases or any interest therein. (i) There are no pending or, to have such title the Knowledge of the Company, threatened, condemnation or interest which eminent domain proceedings that affect any Leased Real Property, and (ii) the Company has not received any notice of the intention of any Governmental Entity or other Person to take any Leased Real Property. (f) Except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is , the Company and each of its Subsidiaries has good title to, or a legal, valid and binding agreementleasehold interest in, enforceable all the personal property owned by it, except for that personal property that is no longer used or useful in accordance with its terms, the conduct of the parties thereto and as Company Business or the respective businesses of the date hereof there is no, nor has the Company or any each of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (d) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries, except as, individually or and in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) each case free and clear of all Liens other than Permitted Liens. The Company has provided all notices, to the extent required, under the terms of the Owned Real Property Leases for (i) any transfer effected since January 1, 2010 of the leasehold interest of the applicable tenant under its and Leased Real Property Lease to constitute all interests in real property currently used, occupied or currently held for use in connection with the Company or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse EffectBusiness as currently conducted.

Real Estate Assets. (a) The Company has good, valid and marketable title to that certain parcel parcel(s) of real property known as 601 and 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx set forth in Section 3.12(a) of the Company Disclosure Letter (the “"Fee Property“"), free and clean of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “"Leased Property“ " and, together with the Fee Property, the “"Real Property“"), free and clear of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and as of the date hereof the Company has not received any written notice of any such proposed public improvements or re-zoning measures by any Governmental Entity. (c) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together with any amendments thereto (the “"Real Property Leases“"), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (d) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries, except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, to the extent required, under the terms of the Real Property Leases for (i) any transfer effected since January 1, 2010 of the leasehold interest of the applicable tenant under its Real Property Lease to the Company or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s 's legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

Real Estate Assets. (a) The Section 3.17(a) of the Company has good, valid Disclosure Letter sets forth a correct and marketable title to that certain complete list of each parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “Fee Property“), free and clean of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its SubsidiariesSubsidiaries (the "Company Fee Property"), which list includes the legal address, record owner and the use thereof (i.e., ShopKo, Pamida or other use). The Company or one of its Subsidiaries has good, valid and marketable title to each Company Fee Property. The Company Fee Property is not subject to any Liens, except for Permitted Encumbrances. Prior to the date hereof, the Company has made available to Parent correct and complete copies of all deeds, mortgages, surveys, Company Permits relating to the Company Fee Property, title insurance commitments or policies (including any underlying documents relating to Permitted Encumbrances), if any, certificates of occupancy or equivalent documentation with respect to the Company Real Property and other material documents relating to or affecting the use, occupancy or operation of the Company Real Property to the extent the same are in its possession or control. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all real property leased, subleased, licensed or otherwise used or occupied by the Company or any of its Subsidiaries (the "Company Leased Property" and together with the Company Fee Property, the "Company Real Property"), which list includes the legal address and the use thereof (i.e., ShopKo, Pamida or other use) and (ii) each lease, sublease, license or other agreement granting to any Third Party a right to the use, occupancy or enjoyment of any Company Real Property or any portion thereof (the "Company Subleases"). The Company or one of its Subsidiaries has a good and valid leasehold or other interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ and, together with the Fee Property, the “Real Property“), free and clear of all Liens except for other than Permitted LiensEncumbrances. The Company has made available to Parent correct and Merger Sub complete copies of any title insurance policies all leases, subleases, licenses and other agreements (together with copies including all amendments, modifications, supplements, and extensions thereof) granting rights of any documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy occupancy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, enjoyment to the Knowledge Company and/or any of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity its Subsidiaries with respect to the Fee Property. To Company Leased Property (the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property "Company Leases" and as of the date hereof together with the Company has not received any written notice Subleases, the "Leases") and copies of any such proposed public improvements or re-zoning measures by any Governmental Entityall Company Subleases (including all amendments, modifications, supplements, and extensions thereof). (c) The Company has made available to Parent Each Lease is a valid and Merger Sub true, complete and accurate copies binding obligation of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together with any amendments thereto (the “Real Property Leases“), that the Company has in its possession as (or, if a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, except for any such Leases that expire subsequent to the date hereofof this Agreement in accordance with their terms or where the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Neither the Company nor any of its Subsidiaries is in default under any Lease nor does any condition exist that, with the passage of time or one the giving of notice, would cause such a default under such Lease, except for defaults that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has the right to use and occupy the Leased Property for the full term received written notice of the Real Property Lease relating theretoany cancellation or termination of any Lease, except for any failure such cancellation or termination that, individually or in the aggregate, would not reasonably be expected to have such title a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is obligated under, or interest which a party to, any Contract to purchase any Company Leased Property. (d) (i) No condemnation proceeding is pending or threatened with respect to any Company Real Property and (ii) the Company (and its applicable Subsidiary) and the Company Real Property is in compliance in all material respects with the terms and provisions of any restrictive covenants, easements, or agreements affecting the same, except, in each case, as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (d) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries, except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The All components of all material improvements (other than those which a Third Party is contractually obligated to maintain) included within the Company has provided all noticesReal Property, to including the extent requiredroofs and structural elements thereof and the heating, under ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good condition (ordinary wear and tear excepted) and adequate for the terms use and operation of the Company Real Property Leases (subject, in the case of Company Leased Property, for (i) any transfer effected since January 1, 2010 the remainder of the leasehold interest term of the applicable tenant under its Real Property Lease corresponding Lease) to which they relate in the Company or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 conduct of the applicable tenant’s legal namebusiness as presently conducted, other than except, in each case, for any such failures to provide notices failure that would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (f) The Company Real Property (i) is served by all utilities required for the current use thereof, including water, electrical supply, storm and sanitary sewerage facilities, (ii) has access to public roads and streets necessary for service of, and access to, such Company Real Property for the current use thereof (publicly dedicated streets or a validly existing easement) and the same are physically and legally open for use by the public and (iii) is free from damage caused by fire or other casualty, which damage has not previously been restored, except, in the case of clauses (i), (ii) and (iii), for any such failure that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Real Estate Assets. (a) The Company or one of its Subsidiaries has good, valid and marketable title to that certain each parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “Fee Property“), free and clean of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Subsidiaries (the “Company or one of its Subsidiaries has Fee Property”) and a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied leased by the Company or any of its Subsidiaries (the “Company Leased Property“ and, ” and together with the Company Fee Property, the “Company Real Property”) pursuant to a lease set forth on Section 3.18 of the Company Disclosure Schedule (the “Company Leases”), free in each case where any such real property is necessary to the conduct of the business of the Company and clear its Subsidiaries as it is presently conducted. Section 3.18 of the Company Disclosure Schedule sets forth a true and complete list of all Liens except for Permitted Liens. The Company has made available Real Property which is necessary to Parent and Merger Sub copies of any title insurance policies (together with copies of any documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies conduct of the most recent surveys business of the same. None of the Fee Property Company and its Subsidiaries as it is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Propertypresently conducted. To the Knowledge of Company’s knowledge, (i) the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and as of the date hereof the Company has not received any written notice of any such proposed public improvements or re-zoning measures by any Governmental Entity. (c) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together with any amendments thereto (the “Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy occupancy of the Company Leased Property for the full term of the Real Property Company Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Each Real Property , (ii) each Company Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, both would constitute a default thereunder) that wouldwhich would have a Company Material Adverse Effect, individually and (iii) neither the Company nor any of its Subsidiaries has assigned its interest under any Company Lease or sublet any part of the premises covered thereby or exercised any option or right thereunder except as would not, in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (db) The Company Fee Property is not subject to any Liens or other encumbrances (collectively, “Property Restrictions”), except for: (i) any such Property Restrictions for taxes, assessments and other governmental charges not yet due and payable, or, if due, not delinquent or being contested in good faith by appropriate proceedings during which collection or enforcement against the Company Real Property is adequate stayed, (ii) Property Restrictions imposed or promulgated by law or any Governmental Entity with respect to permit real property, including zoning, building, environmental or similar restrictions, (iii) easements, licenses, covenants, conditions, minor title defects, mechanic’s liens, rights-of-way and other similar restrictions and encumbrances, including any other agreements, restrictions or encumbrances which would be shown on a current title report or survey or similar report or listing and any other matters of record, provided the use thereof in the manner that it is currently utilized by the Company and its Subsidiariessame would not, except as, individually or in the aggregate, has not had have a Company Material Adverse Effect, (iv) Liens pursuant to, or permitted under, the Company’s senior credit facility, or (v) where the existence of any such Property Restrictions, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (ec) The Company has provided all notices, to the extent required, under the terms of the Real Property Leases for (i) any transfer effected since January 1, 2010 All of the leasehold interest of the applicable tenant under its interests, properties and assets (other than Company Real Property Lease to Property) owned by the Company or any other Subsidiaryof its Subsidiaries are free and clear of all Liens, whether by assignmentexcept (i) as set forth in Section 3.18 of the Company Disclosure Schedule, merger, consolidation or otherwise, and/or (ii) any change effected since January 1for Liens pursuant to, 2010 of or permitted under, the applicable tenantCompany’s legal name, other than such failures to provide notices senior credit facility or (iii) for Liens that would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect.

Real Estate Assets. In the event that any Loan Party acquires fee title to a Material Real Property during the term of this Loan, Borrower shall send to Administrative Agent a written notice of the occurrence of any such event promptly upon the occurrence of same. Within [**] after the acquisition (a) The Company has gooda fully executed and notarized Mortgage, in proper form for creating a valid and marketable enforceable lien on the Material Real Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) an opinion of counsel in the jurisdiction in which such Material Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent; (c) (i) an ALTA extended mortgagee title insurance policy or an unconditional commitment therefor with respect to that certain parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxxsuch Mortgage (each, Xxx Xxxx, Xxx Xxxx a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Fee Property“Title Company”), free and clean in an amount not less than the fair market value of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ andsuch Real Estate Asset, together with a title report issued by the Fee PropertyTitle Company with respect thereto, dated not more than [**] prior to the “date such Material Real Property“), free Property was acquired and clear copies of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any recorded documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and referred to therein, which Title Policy shall be effective as of the date hereof of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to Administrative Agent that such Loan Party has paid to or deposited with the Title Company has not received any written notice all expenses and premiums of any the Title Company and all other sums required in connection with the issuance of such proposed public improvements or re-zoning measures by any Governmental Entity. Title Policy and all recording and stamp taxes (cincluding mortgage recording and intangible taxes) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together payable in connection with any amendments thereto (recording the “Mortgage for such Material Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. appropriate real estate records; (d) The to the extent required by law, evidence of flood insurance with respect to such Material Real Property is adequate in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and in form and substance reasonably satisfactory to Administrative Agent; and (e) an ALTA/NSPS survey of such Material Real Property in form sufficient to permit the use thereof Title Company to issue the Title Policy in the manner that it is currently utilized form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to Administrative Agent and dated not more than [**] prior to the date such Material Real Property was acquired, or (2) accompanied by a survey or “no change” affidavit executed by the owner of such Material Real Property and acceptable to the Title Company and its Subsidiaries, except as, individually or to issue the Title Policy in the aggregateform required by Administrative Agent, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, as applicable. In addition to the extent requiredforegoing, under Borrower shall, at the terms request of Required Lenders, deliver to Administrative Agent an appraisal of such Material Real Property to verify the amount of the Real Property Leases for (i) any transfer effected since January 1Mortgage and/or Title Policy, 2010 of the leasehold interest of the but only if required by applicable tenant under its Real Property Lease to the Company law or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectregulation.

Real Estate Assets. In the event that (x) any Loan Party acquires fee title to a Real Property during the term of this Loan, (y) the Lien of the CT Mortgage Lender on the CT Property has been terminated or released, or (z) the CT Mortgage Lender consents in writing to allow US Borrower to grant a second priority lien on the CT Property in favor of Administrative Agent, and, in any such event, such Real Property has not otherwise been made subject to the Lien of the Collateral Documents, then the provisions of this Section 5.11 shall apply; Company shall send to Administrative Agent a written notice of the occurrence of any such event promptly upon the occurrence of same. Within sixty (60) days after the acquisition of any such Real Property, or of the termination or release of the Lien of the CT Mortgage Lender on the CT Property, or of obtaining CT Mortgage Lender’s consent to encumber the CT Property, as applicable (or such later time as agreed to by Administrative Agent in its sole discretion), such Loan Party shall deliver to Administrative Agent: (a) The Company has gooda fully executed and notarized Mortgage, in proper form for creating a valid and marketable enforceable lien on the Real Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) an opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent; (c) (i) an ALTA extended mortgagee title insurance policy or an unconditional commitment therefor with respect to that certain parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxxsuch Mortgage (each, Xxx Xxxx, Xxx Xxxx a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Fee Property“Title Company”), free and clean in an amount not less than the fair market value of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ andsuch Real Estate Asset, together with a title report issued by the Fee PropertyTitle Company with respect thereto, dated not more than thirty days prior to the “date such Real Property“Property was acquired, released from the Lien of the CT Mortgage Lender or consented by the CT Lender to be subjected to a second priority lien in favor of the Administrative Agent (or such earlier time as agreed to by Administrative Agent in its sole discretion), free as applicable, and clear copies of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any recorded documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and referred to therein, which Title Policy shall be effective as of the date hereof of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to Administrative Agent that such Loan Party has paid to or deposited with the Title Company has not received any written notice all expenses and premiums of any the Title Company and all other sums required in connection with the issuance of such proposed public improvements or re-zoning measures by any Governmental Entity. Title Policy and all recording and stamp taxes (cincluding mortgage recording and intangible taxes) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together payable in connection with any amendments thereto (recording the “Mortgage for such Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. appropriate real estate records; (d) The to the extent required by law, evidence of flood insurance with respect to such Real Property is adequate in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and in form and substance reasonably satisfactory to Administrative Agent; and (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the use thereof Title Company to issue the Title Policy in the manner that it is currently utilized form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to Administrative Agent and dated not more than sixty days prior to the date such Real Property was acquired, released from the Lien of the CT Mortgage Lender or consented by the CT Lender to be subjected to a second priority lien in favor of Administrative Agent, as applicable (or such earlier time as agreed to by Administrative Agent in its sole discretion), or (2) accompanied by a survey or “no change” affidavit executed by the owner of such Real Property and acceptable to the Title Company and its Subsidiaries, except as, individually or to issue the Title Policy in the aggregateform required by Administrative Agent, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, as applicable. In addition to the extent requiredforegoing, under Borrowers shall, at the terms request of Required Lenders, deliver to Administrative Agent an appraisal of such Real Property to verify the amount of the Real Property Leases for (i) any transfer effected since January 1Mortgage and/or Title Policy, 2010 of the leasehold interest of the but only if required by applicable tenant under its Real Property Lease to the Company law or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectregulation.

Real Estate Assets. (a) The With respect to each Leasehold Property identified on Schedule 5.11 hereto, Company has goodand each Credit Party party to the relevant lease shall use its commercially reasonable efforts to execute and deliver, valid or cause to be executed and marketable title delivered prior to the date that certain parcel of real property known is sixty days after the Closing Date (and to the extent not delivered on or prior to such date, to cause the same to be executed and delivered as 601 and 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “Fee Property“soon as practicable thereafter), free leasehold Mortgages and clean such landlord consents and estoppels, opinions of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leasedcounsel, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ and, together with the Fee Property, the “Real Property“), free and clear of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies and reports, surveys, flood insurance, ALTA title insurance, flood insurance (together to the extent required) in form and substance reasonably satisfactory to Collateral Agent and such other documents and instruments with copies respect thereto (including environmental reports) that Collateral Agent shall reasonably request to create in favor of any documents Collateral Agent, for the benefit of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is Secured Parties, a valid and, subject to any optionfiling and/or recording referred to herein, lease, license, sublease or other occupancy agreement granting perfected First Priority security interest in such Leasehold Property and to any Third Party any right protect and confirm the leasehold estate subject to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Propertysame (and Collateral Agent's interest therein). (b) As In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the date hereofCollateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all such Mortgages and such landlord consents and estoppels, opinions of counsel, title insurance policies and reports, surveys, flood insurance, ALTA title insurance, flood insurance (to the Knowledge extent required) in form and substance reasonably satisfactory to Collateral Agent and such other documents and instruments with respect thereto (including environmental reports) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the Companybenefit of Secured Parties, no condemnationa valid and, requisition or taking subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Asset and to protect and confirm the estate subject to the same. In addition, in the event that any Credit Party acquires any Leasehold Property after the Closing Date, it shall promptly (and in any event within ten Business Days of entering into the lease relating to such Leasehold Property), deliver to Collateral Agent a Landlord Personal Property Collateral Access Agreement duly executed by any public authority has been threatened in writing or contemplated, the landlord of such Leasehold Property and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and as of the date hereof the Company has not received any written notice of any such proposed public improvements or re-zoning measures by any Governmental Entityapplicable Credit Party. (c) The In addition to the foregoing, Company has made available shall, at the request of Requisite Lenders, deliver, from time to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together with any amendments thereto (the “Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (d) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries, except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all noticestime, to the extent required, under the terms Administrative Agent such appraisals as are required by law or regulation of the Real Property Leases for (i) any transfer effected since January 1, 2010 of the leasehold interest of the applicable tenant under its Real Property Lease Estate Assets with respect to the Company or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have which Collateral Agent has been granted a Material Adverse EffectLien.

Real Estate Assets. In the event that any Loan Party acquires fee title to Material Real Property during the term of this Loan, Borrower shall send to Administrative Agent a written notice of the occurrence of any such event [*] upon the occurrence of same. Within [*] after the acquisition of any such Material Real Property (or such later time as agreed to by Administrative Agent in its sole discretion), such Loan Party shall deliver to Administrative Agent: (a) The Company has gooda fully executed and notarized Mortgage, in proper form for creating a valid and marketable enforceable lien on the Real Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) an opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent; (c) (i) an ALTA extended mortgagee title insurance policy or an unconditional commitment therefor with respect to that certain parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxxsuch Mortgage (each, Xxx Xxxx, Xxx Xxxx a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Fee Property“Title Company”), free and clean in an amount not less than the fair market value of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ andsuch Real Estate Asset, together with a title report issued by the Fee PropertyTitle Company with respect thereto, dated not more than [*] prior to the “date such Real Property“), free Property was acquired and clear copies of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any recorded documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and referred to therein, which Title Policy shall be effective as of the date hereof of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to Administrative Agent that such Loan Party has paid to or deposited with the Title Company has not received any written notice all expenses and premiums of any the Title Company and all other sums required in connection with the issuance of such proposed public improvements or re-zoning measures by any Governmental Entity. Title Policy and all recording and stamp taxes (cincluding mortgage recording and intangible taxes) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together payable in connection with any amendments thereto (recording the “Mortgage for such Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. appropriate real estate records; (d) The to the extent required by law, evidence of flood insurance with respect to such Real Property is adequate in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and in form and substance reasonably satisfactory to Administrative Agent; and (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the use thereof Title Company to issue the Title Policy in the manner that it is currently utilized form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to Administrative Agent and dated not more than [*] prior to the date such Real Property was acquired, or (2) accompanied by a survey or “no change” affidavit executed by the owner of such Real Property and acceptable to the Title Company and its Subsidiaries, except as, individually or to issue the Title Policy in the aggregateform required by Administrative Agent, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, as applicable. In addition to the extent requiredforegoing, under Borrower shall, at the terms request of Required Lenders, deliver to Administrative Agent an appraisal of such Material Real Property to verify the amount of the Real Property Leases for (i) any transfer effected since January 1Mortgage and/or Title Policy, 2010 of the leasehold interest of the but only if required by applicable tenant under its Real Property Lease to the Company law or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectregulation.

Real Estate Assets. In the event that any Loan Party acquires fee title to a Real Property during the term of this Agreement, the Borrower shall promptly provide the Administrative Agent with written notice of the same. Within [***] after the acquisition of any such Real Property (or such later time as agreed to by Administrative Agent in its sole discretion), such Loan Party shall deliver to Administrative Agent: (a) The Company has gooda fully executed and notarized Mortgage, in proper form for creating a valid and marketable enforceable lien on the Real Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) an opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent; (c) (i) an ALTA extended mortgagee title insurance policy or an unconditional commitment therefor with respect to that certain parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxxsuch Mortgage (each, Xxx Xxxx, Xxx Xxxx a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Fee Property“Title Company”), free and clean in an amount not less than the fair market value of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ andsuch Real Estate Asset, together with a title report issued by the Fee PropertyTitle Company with respect thereto, dated not more than [***] prior to the “date such Real Property“)Property was acquired, free and clear copies of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any recorded documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and referred to therein, which Title Policy shall be effective as of the date hereof of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to Administrative Agent that such Loan Party has paid to or deposited with the Title Company has not received any written notice all expenses and premiums of any the Title Company and all other sums required in connection with the issuance of such proposed public improvements or re-zoning measures by any Governmental Entity. Title Policy and all recording and stamp taxes (cincluding mortgage recording and intangible taxes) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together payable in connection with any amendments thereto (recording the “Mortgage for such Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. appropriate real estate records; (d) The to the extent required by law, evidence of flood insurance with respect to such Real Property is adequate in compliance with any applicable regulations of the Federal Reserve Board, and in form and substance reasonably satisfactory to Administrative Agent; and (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the use thereof Title Company to issue the Title Policy in the manner that it is currently utilized form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to | Administrative Agent and dated not more than [***] prior to the date such Real Property was acquired (or such earlier time as agreed to by Administrative Agent in its sole discretion), or (2) accompanied by a survey or “no change” affidavit executed by the owner of such Real Property and acceptable to the Title Company and its Subsidiaries, except as, individually or to issue the Title Policy in the aggregateform required by Administrative Agent, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, as applicable. In addition to the extent requiredforegoing, under the terms Borrower shall, at the request of Required Lenders, deliver to Administrative Agent an appraisal of such Real Property to verify the amount of the Real Property Leases for (i) any transfer effected since January 1Mortgage and/or Title Policy, 2010 of the leasehold interest of the but only if required by applicable tenant under its Real Property Lease to the Company law or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectregulation.

Real Estate Assets. In the event that (x) any Loan Party acquires fee title to a Real Property during the term of this Loan, (y) the Lien of the CT Mortgage Lender on the CT Property has been terminated or released, or (z) the CT Mortgage Lender consents in writing to allow US Borrower to grant a second priority lien on the CT Property in favor of Administrative Agent, and, in any such event, such Real Property has not otherwise been made subject to the Lien of the Collateral Documents, then the provisions of this Section 5.11 shall apply; Company shall send to Administrative Agent a written notice of the occurrence of any such event promptly upon the occurrence of same. Within sixty (60) days after the acquisition of any such Real Property, or of the termination or release of the Lien of the CT Mortgage Lender on the CT Property, or of obtaining CT Mortgage Lender’s consent to encumber the CT Property, as applicable (or such later time as agreed to by Administrative Agent in its sole discretion), such Loan Party shall deliver to Administrative Agent: (a) The Company has gooda fully executed and notarized Mortgage, in proper form for creating a valid and marketable enforceable lien on the Real Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) an opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent; (c) (i) an ALTA extended mortgagee title insurance policy or an unconditional commitment therefor with respect to that certain parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxxsuch Mortgage (each, Xxx Xxxx, Xxx Xxxx a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Fee Property“Title Company”), free and clean in an amount not less than the fair market value of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ andsuch Real Estate Asset, together with a title report issued by the Fee PropertyTitle Company with respect thereto, dated not more than thirty days prior to the “date such Real Property“Property was acquired, released from the Lien of the CT Mortgage Lender or consented by the CT Lender to be subjected to a second priority lien in favor of the Administrative Agent (or such earlier time as agreed to by Administrative Agent in its sole discretion), free as applicable, and clear copies of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any recorded documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and referred to therein, which Title Policy shall be effective as of the date hereof of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to Administrative Agent that such Loan Party has paid to or deposited with the Title Company has not received any written notice all expenses and premiums of any the Title Company and all other sums required in connection with the issuance of such proposed public improvements or re-zoning measures by any Governmental Entity. Title Policy and all recording and stamp taxes (cincluding mortgage recording and intangible taxes) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together payable in connection with any amendments thereto (recording the “Mortgage for such Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. appropriate real estate records; (d) The to the extent required by law, evidence of flood insurance with respect to such Real Property is adequate in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and in form and substance reasonably satisfactory to Administrative Agent; and CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the use thereof Title Company to issue the Title Policy in the manner that it is currently utilized form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to Administrative Agent and dated not more than sixty days prior to the date such Real Property was acquired, released from the Lien of the CT Mortgage Lender or consented by the CT Lender to be subjected to a second priority lien in favor of Administrative Agent, as applicable (or such earlier time as agreed to by Administrative Agent in its sole discretion), or (2) accompanied by a survey or “no change” affidavit executed by the owner of such Real Property and acceptable to the Title Company and its Subsidiaries, except as, individually or to issue the Title Policy in the aggregateform required by Administrative Agent, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, as applicable. In addition to the extent requiredforegoing, under Borrowers shall, at the terms request of Required Lenders, deliver to Administrative Agent an appraisal of such Real Property to verify the amount of the Real Property Leases for (i) any transfer effected since January 1Mortgage and/or Title Policy, 2010 of the leasehold interest of the but only if required by applicable tenant under its Real Property Lease to the Company law or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectregulation.

Real Estate Assets. (a) The Section 3.17(a) of the Company has good, valid Disclosure Letter sets forth a correct and marketable title to that certain complete list of each parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “Fee Property“), free and clean of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its SubsidiariesSubsidiaries (the "Company Fee Property"), which list includes the legal address, record owner and the use thereof (i.e., ShopKo, Pamida or other use). The Company or one of its Subsidiaries has good, valid and marketable title to each Company Fee Property. The Company Fee Property is not subject to any Liens, except for Permitted Encumbrances. Prior to the date hereof, the Company has made available to Parent correct and complete copies of all deeds, mortgages, surveys, Company Permits relating to the Company Fee Property, title insurance commitments or policies (including any underlying documents relating to Permitted Encumbrances), if any, certificates of occupancy or equivalent documentation with respect to the Company Real Property and other material documents relating to or affecting the use, occupancy or operation of the Company Real Property to the extent the same are in its possession or control. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of (i) all real property leased, subleased, licensed or otherwise used or occupied by the Company or any of its Subsidiaries (the "Company Leased Property" and together with the Company Fee Property, the "Company Real Property"), which list includes the legal address and the use thereof (i.e., ShopKo, Pamida or other use) and (ii) each lease, sublease, license or other agreement granting to any Third Party a right to the use, occupancy or enjoyment of any Company Real Property or any portion thereof (the "Company Subleases"). The Company or one of its Subsidiaries has a good and valid leasehold or other interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ and, together with the Fee Property, the “Real Property“), free and clear of all Liens except for other than Permitted LiensEncumbrances. The Company has made available to Parent correct and Merger Sub complete copies of any title insurance policies all leases, subleases, licenses and other agreements (together with copies including all amendments, modifications, supplements, and extensions thereof) granting rights of any documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy occupancy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, enjoyment to the Knowledge Company and/or any of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity its Subsidiaries with respect to the Fee Property. To Company Leased Property (the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property "Company Leases" and as of the date hereof together with the Company has not received any written notice Subleases, the "Leases") and copies of any such proposed public improvements or re-zoning measures by any Governmental Entityall Company Subleases (including all amendments, modifications, supplements, and extensions thereof). (c) The Company has made available to Parent Each Lease is a valid and Merger Sub true, complete and accurate copies binding obligation of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together with any amendments thereto (the “Real Property Leases“), that the Company has in its possession as (or, if a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, except for any such Leases that expire subsequent to the date hereofof this Agreement in accordance with their terms or where the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Neither the Company nor any of its Subsidiaries is in default under any Lease nor does any condition exist that, with the passage of time or one the giving of notice, would cause such a default under such Lease, except for defaults that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has the right to use and occupy the Leased Property for the full term received written notice of the Real Property Lease relating theretoany cancellation or termination of any Lease, except for any failure such cancellation or termination that, individually or in the aggregate, would not reasonably be expected to have such title a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is obligated under, or interest which a party to, any Contract to purchase any Company Leased Property. (i) No condemnation proceeding is pending or threatened with respect to any Company Real Property and (ii) the Company (and its applicable Subsidiary) and the Company Real Property is in compliance in all material respects with the terms and provisions of any restrictive covenants, easements, or agreements affecting the same, except, in each case, as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (d) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries, except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The All components of all material improvements (other than those which a Third Party is contractually obligated to maintain) included within the Company has provided all noticesReal Property, to including the extent requiredroofs and structural elements thereof and the heating, under ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good condition (ordinary wear and tear excepted) and adequate for the terms use and operation of the Company Real Property Leases (subject, in the case of Company Leased Property, for (i) any transfer effected since January 1, 2010 the remainder of the leasehold interest term of the applicable tenant under its Real Property Lease corresponding Lease) to which they relate in the Company or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 conduct of the applicable tenant’s legal namebusiness as presently conducted, other than except, in each case, for any such failures to provide notices failure that would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (f) The Company Real Property (i) is served by all utilities required for the current use thereof, including water, electrical supply, storm and sanitary sewerage facilities, (ii) has access to public roads and streets necessary for service of, and access to, such Company Real Property for the current use thereof (publicly dedicated streets or a validly existing easement) and the same are physically and legally open for use by the public and (iii) is free from damage caused by fire or other casualty, which damage has not previously been restored, except, in the case of clauses (i), (ii) and (iii), for any such failure that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Real Estate Assets. (a) The Company or one of its Subsidiaries has good, valid and marketable title to that certain each material parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “Fee Property“), free and clean of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Subsidiaries (the “Company or one of its Subsidiaries has Fee Property”) and a good and valid leasehold interest in each material parcel of real property leased, subleased, licensed or otherwise occupied leased by the Company or any of its Subsidiaries (the “Company Leased Property“ and, ” and together with the Company Fee Property, the “Company Real Property“), free and clear of all Liens except for Permitted Liens. The Company has made available ”) pursuant to Parent and Merger Sub copies of any title insurance policies (together with copies of any documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies a lease set forth in Section 3.17 of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and as of the date hereof the Company has not received any written notice of any such proposed public improvements or re-zoning measures by any Governmental Entity. (c) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together with any amendments thereto Disclosure Schedule (the “Real Property Company Leases“”), that in each case where any such real property is necessary to the conduct of the business of the Company has in and its possession Subsidiaries as of the date hereof. it is presently (i) The Company or one of its Subsidiaries has the right to use and occupy occupancy of the Company Leased Property for the full term of the Real Property Company Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or could not reasonably be expected to have a Company Material Adverse Effect. Each Real Property , (ii) each Company Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, both would constitute a default thereunder) that would, individually or in the aggregate, have or which would reasonably be expected to have a Company Material Adverse Effect. Effect and (diii) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by neither the Company and nor any of its Subsidiaries, Subsidiaries has assigned its interest under any Company Lease or sublet any part of the premises covered thereby or exercised any option or right thereunder except as, individually or in the aggregate, has not had or would as could not reasonably be expected to have a Company Material Adverse Effect. (eb) The Company has provided all noticesFee Property is not subject to any Liens, to the extent required, under the terms of the Real Property Leases for except for: (i) any transfer effected since January 1such Liens for Taxes, 2010 of assessments and other governmental charges not yet due and payable, or, if due, not delinquent or being contested in good faith by appropriate proceedings during which collection or enforcement against the leasehold interest of the applicable tenant under its Company Real Property Lease to the Company or any other Subsidiaryis stayed, whether by assignment, merger, consolidation or otherwise, and/or (ii) Liens imposed or promulgated by Applicable Law or any change effected since January 1Governmental Entity with respect to real property, 2010 including zoning, building, environmental or similar restrictions, (iii) easements, licenses, covenants, conditions, minor title defects, mechanic’s liens, rights-of-way and other similar restrictions and encumbrances, including any other agreements, restrictions or encumbrances which would be shown on a current title report or survey or similar report or listing and any other matters of record or (iv) where the applicable tenant’s legal name, other than existence of any such failures to provide notices that would not, individually or in the aggregate, have or Liens could not reasonably be expected to have a Company Material Adverse Effect.

Real Estate Assets. (a) The Company has good, valid and marketable title to that certain parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “Fee Property“), free and clean of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiariesthe applicable Guarantor shall deliver all items set forth on Schedule 5.11 no later than 60 days after the Closing Date or such longer period as may be agreed to by Requisite Lenders. The No later than 30 days following the Closing Date, Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by shall cause the Company or any of its Subsidiaries (title company that issued the “Leased Property“ and, together with the Fee Property, the “Real Property“), free and clear of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity policy with respect to the Fee Property. To Initial Mortgaged Property located at 0 Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx, to issue an endorsement to such title insurance policy deleting the Knowledge exception thereto for that certain Writ of Attachment made on behalf of the CompanyTown of Wilmington dated December 11, there are no public improvements 1998 and recorded in Book 9795 at Page 166. In the event that any Credit Party acquires a Material Real Estate Asset or re-zoning measures proposed or in progress that will result in special assessments against or a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise adversely affect been made subject to the Fee Property and as Lien of the date hereof Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall (i) take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(h), 3.1(i) and 3.1(j) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets; provided, however, that Company shall be required to take the actions specified under this Section 5.11 with respect to the Corporate Head Office Campus only if Company has not received any written notice incurred the Indebtedness permitted by Section 6.1(k) on or prior to the first anniversary of the Closing Date; and (ii) update Schedule 4.14 to the Disclosure Letter with respect to any such proposed public improvements or re-zoning measures by any Governmental Entity. (c) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together with any amendments thereto (the “Material Real Property Leases“)Estate Asset; provided however, that such Credit Party shall only be entitled to update as to matters that may constitute a material impairment to the Company has in its possession as value of the date hereof. The Company or one of its Subsidiaries has the right that Material Real Estate Asset, and shall not be entitled to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which add matters that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legalIn addition to the foregoing, valid and binding agreementCompany shall, enforceable in accordance with its termsat the request of Requisite Lenders, of the parties thereto and as of the date hereof there is nodeliver, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of from time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. (d) The Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries, except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all noticestime, to the extent required, under the terms Administrative Agent such appraisals as are required by applicable law or regulation of the Real Property Leases for (i) any transfer effected since January 1, 2010 of the leasehold interest of the applicable tenant under its Real Property Lease Estate Assets with respect to the Company or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have which Collateral Agent has been granted a Material Adverse EffectLien.

Real Estate Assets. In the event that any Loan Party acquires fee title to Material Real Property during the term of this Loan, Borrower shall send to Administrative Agent a written notice of the occurrence of any such event promptly upon the occurrence of same. Within [***] days after the acquisition of any such Material Real Property (or such later time as agreed to by Administrative Agent in its sole discretion), such Loan Party shall deliver to Administrative Agent: (a) The Company has gooda fully executed and notarized Mortgage, in proper form for creating a valid and marketable enforceable lien on the Real Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) an opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent; (c) (i) an ALTA extended mortgagee title insurance policy or an unconditional commitment therefor with respect to that certain parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxxsuch Mortgage (each, Xxx Xxxx, Xxx Xxxx a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Fee Property“Title Company”), free and clean in an amount not less than the fair market value of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ andsuch Real Estate Asset, together with a title report issued by the Fee PropertyTitle Company with respect thereto, dated not more than [***] prior to the “date such Real Property“), free Property was acquired and clear copies of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any recorded documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and referred to therein, which Title Policy shall be effective as of the date hereof of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to Administrative Agent that such Loan Party has paid to or deposited with the Title Company has not received any written notice all expenses and premiums of any the Title Company and all other sums required in connection with the issuance of such proposed public improvements or re-zoning measures by any Governmental Entity. Title Policy and all recording and stamp taxes (cincluding mortgage recording and intangible taxes) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together payable in connection with any amendments thereto (recording the “Mortgage for such Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. appropriate real estate records; (d) The to the extent required by law, evidence of flood insurance with respect to such Real Property is adequate in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and in form and substance reasonably satisfactory to Administrative Agent; and (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the use thereof Title Company to issue the Title Policy in the manner that it is currently utilized form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to Administrative Agent and dated not more than [***] prior to the date such Real Property was acquired, or (2) accompanied by a survey or “no change” affidavit executed by the owner of such Real Property and acceptable to the Title Company and its Subsidiaries, except as, individually or to issue the Title Policy in the aggregateform required by Administrative Agent, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, as applicable. In addition to the extent requiredforegoing, under Borrower shall, at the terms request of Required Lenders, deliver to Administrative Agent an appraisal of such Material Real Property to verify the amount of the Real Property Leases for (i) any transfer effected since January 1Mortgage or Title Policy, 2010 of the leasehold interest of the but only if required by applicable tenant under its Real Property Lease to the Company law or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectregulation.

Real Estate Assets. In the event that any Loan Party acquires fee title to a Real Property during the term of this Agreement, the Borrower shall promptly provide the Administrative Agent with written notice of the same. Within [***] after the acquisition of any such Real Property (or such later time as agreed to by Administrative Agent in its sole discretion), such Loan Party shall deliver to Administrative Agent: (a) The Company has gooda fully executed and notarized Mortgage, in proper form for creating a valid and marketable enforceable lien on the Real Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) an opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent; (c) (i) an ALTA extended mortgagee title insurance policy or an unconditional commitment therefor with respect to that certain parcel of real property known as 601 and 000 Xxxx 00xx Xxxxxxsuch Mortgage (each, Xxx Xxxx, Xxx Xxxx a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Fee Property“Title Company”), free and clean in an amount not less than the fair market value of all Liens except for Permitted Liens. The Fee Property is the only real property owned in fee by the Company or any of its Subsidiaries. The Company or one of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Leased Property“ andsuch Real Estate Asset, together with a title report issued by the Fee PropertyTitle Company with respect thereto, dated not more than [***] prior to the “date such Real Property“)Property was acquired, free and clear copies of all Liens except for Permitted Liens. The Company has made available to Parent and Merger Sub copies of any title insurance policies (together with copies of any recorded documents of record listed as exceptions to title on such policies) currently insuring the Fee Property and copies of the most recent surveys of the same. None of the Fee Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any Third Party any right to use, occupy or enjoy any material portion of the Fee Property or to obtain title to any portion of the Fee Property. (b) As of the date hereof, to the Knowledge of the Company, no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and the Company has not received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Fee Property. To the Knowledge of the Company, there are no public improvements or re-zoning measures proposed or in progress that will result in special assessments against or otherwise adversely affect the Fee Property and referred to therein, which Title Policy shall be effective as of the date hereof of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to Administrative Agent that such Loan Party has paid to or deposited with the Title Company has not received any written notice all expenses and premiums of any the Title Company and all other sums required in connection with the issuance of such proposed public improvements or re-zoning measures by any Governmental Entity. Title Policy and all recording and stamp taxes (cincluding mortgage recording and intangible taxes) The Company has made available to Parent and Merger Sub true, complete and accurate copies of all material leases, subleases, licenses, or other occupancy agreements relating to each Leased Property, together payable in connection with any amendments thereto (recording the “Mortgage for such Real Property Leases“), that the Company has in its possession as of the date hereof. The Company or one of its Subsidiaries has the right to use and occupy the Leased Property for the full term of the Real Property Lease relating thereto, except for any failure to have such title or interest which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the parties thereto and as of the date hereof there is no, nor has the Company or any of its Subsidiaries received written notice of any, default (or any condition or event, which, after notice or a lapse of time or both, would constitute a default thereunder) that would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. appropriate real estate records; (d) The to the extent required by law, evidence of flood insurance with respect to such Real Property is adequate in compliance with any applicable regulations of the Federal Reserve Board, and in form and substance reasonably satisfactory to Administrative Agent; and (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the use thereof Title Company to issue the Title Policy in the manner that it is currently utilized form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to Administrative Agent and dated not more than [***] prior to the date such Real Property was acquired (or such earlier time as agreed to by Administrative Agent in its sole discretion), or (2) accompanied by a survey or “no change” affidavit executed by the owner of such Real Property and acceptable to the Title Company and its Subsidiaries, except as, individually or to issue the Title Policy in the aggregateform required by Administrative Agent, has not had or would not reasonably be expected to have a Material Adverse Effect. (e) The Company has provided all notices, as applicable. In addition to the extent requiredforegoing, under the terms Borrower shall, at the request of Required Lenders, deliver to Administrative Agent an appraisal of such Real Property to verify the amount of the Real Property Leases for (i) any transfer effected since January 1Mortgage and/or Title Policy, 2010 of the leasehold interest of the but only if required by applicable tenant under its Real Property Lease to the Company law or any other Subsidiary, whether by assignment, merger, consolidation or otherwise, and/or (ii) any change effected since January 1, 2010 of the applicable tenant’s legal name, other than such failures to provide notices that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectregulation.