Common use of Real Estate Clause in Contracts

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnership.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any None of the Restricted Subsidiaries shall purchase Companies owns any real estate or enter into any sale/leaseback transactionproperty. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (aSection 3(c)(xix) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants Disclosure Schedule contains a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent complete list of all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested real property leased or subleased by the Banks Company (individually “Leased Real Property” and collectively, the "Office Building Documents"“Leased Realty”). The Company has a valid leasehold interest in each Leased Real Property. The Company has previously delivered to Buyer correct and complete copies of (or, in the case of non-written arrangements, accurately and completely described) each of the leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for the Leased Realty (the “Realty Leases”). With respect to each Realty Lease: (A) the Realty Lease is legal, valid, binding, enforceable and in full force and effect (subject to the Bankruptcy and Equity Exception); (B) the Company nor, to the Company’s Knowledge, any other party to the Realty Lease is in material breach or default, and to the Company’s Knowledge no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Realty Lease; (C) the Realty Lease has not been modified, except to the extent that such modifications are disclosed by the documents delivered to Buyer; (D) the Company is exclusively entitled to all rights and benefits as lessee under the Realty Lease and has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty Lease; and (iiE) the terms and conditions of the Realty Lease will not less than five (5) days prior to be affected by, nor will the Office Building Acquisition DateRealty Lease be in default as a result of, the Borrower shall have provided the Managing Agents with copies completion of the Office Building Acquisition transactions contemplated by this Agreement; provided, however, that the Office Building Documents Parties acknowledge and all other documents related to agree that the landlord for the Convoy Property must approve the transfer of the Office Building Assets Purchased Securities to Buyer prior to Closing. Neither the BorrowerCompany, including, without limitationnor any Seller has received any notice and or has any knowledge of (F) any special assessments affecting the Leased Real Property or improvements thereon; (G) any tax deficiency, lien search results from appropriate jurisdictions or assessment against the Leased Real Property or improvements thereon, in each case, which has not been paid or the payment for which adequate provision has not been made; (H) any violations of Applicable Laws with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing AgentsLeased Real Property or improvements thereon; (bI) prior any condemnations or imminent domain proceedings; (J) any pending zoning or subdivision changes that would affect the Leased Real Property or improvements thereon. No work has taken place on the Leased Realty in the last one hundred twenty (120) days that would create in any party a right to a lien against any of such properties, except for such work that has been fully paid for by the Company or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof Sellers and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to for which the Office Building Partnership grants a negative pledge on Company or Sellers will obtain lien waivers and affidavits if requested by the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building PartnershipBuyer.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior Within ten (10) days after the date hereof, the Lakers shall deliver to contribution of the Office Building Assets to the Office Building Partnership Buyer (i) title commitments (hereinafter collectively the Borrower grants a negative pledge "Title Commitment") dated on or after the Office Building Assets date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Administrative Agent and delivers to Real Properties owned by the Administrative Agent all other documentation, Company or any Subsidiary (including, without limitation, opinions of counselthe Affiliate Real Estate, an appraisal and a Phase I environmental audit which but excluding the Wiper Real Estate) in the reasonable opinion aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the Managing Agents is appropriate with respect owned Real Properties as determined by Buyer, which commitment shall be subject only to such grant, including any documentation requested by the Banks Permitted Exceptions (collectively, the "Office Building DocumentsTitle Policy") ); and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of all documents, whether recorded or unrecorded, referred to in the Office Building Acquisition Agreement, Title Commitment. The Title Commitment shall also include the Office Building Documents and all other documents related Title Insurer's commitment that it will endorse the Title Policy so as to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assetsdelete standard pre-printed exceptions, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be such endorsements being in form and substance satisfactory to the Managing Agents; Buyer. (b) prior to or simultaneously with the contribution of the Office Building Assets The Title Policy shall also conform to the Office Building Partnership, following specifications: (i) The insured will be the Borrower shall have provided Company and the Managing Agents with all documentation required by Section 5.13 hereof and Buyer as their interests may appear; (ii) The policy will contain an affirmative statement of insurance to the Borrower effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer); (iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy; (iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer); (c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have provided been prepared in accordance with the Managing Agents minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with replacement Office Building Documents pursuant any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer. (d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Office Building Partnership grants a negative pledge on Buyer objects, the Office Building Assets Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Administrative Agent all of which replacement Office Building Documents Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected. (e) The Lakers shall be form and substance saisfactory to pay the Managing Agents and (c) the Borrower shall promptly cause the contribution costs of the Office Building Assets Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the Office Building Partnershipsurveys.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor The Company does not own and has never owned any real property. Section 4.10 of the Restricted Subsidiaries shall purchase Disclosure Schedule sets forth a true and accurate list of all real property leased, subleased or occupied by the Company (collectively with any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoingimprovements thereon, the Borrower may purchase “Leased Real Property”) and all leases, subleases, or other occupancy governing the Office Building Assets pursuant Company’s rights and obligations thereto (the “Leases”) and with respect to each such Leased Real Property, the name of the lessor, the date and term of the Lease and each amendment thereto, the size of the leased premises, the current aggregate annual base rental payable thereunder, any extension and expansion options thereof, security deposit, and current estimated maintenance and like charges thereunder. The Company has delivered to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution Buyer complete and accurate copies of the Office Building Assets Leases. The Company does not occupy any space other than the Leased Premises. With respect to the Office Building Partnership each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Borrower grants a negative pledge on Company, in accordance with the Office Building Assets terms thereof and, to the Administrative Agent and delivers Company’s Knowledge, against each other party thereto, in each case, subject to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and Enforceability Exceptions; (ii) not less than five (5) days such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company, and, to the Company’s Knowledge, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Office Building Acquisition DateClosing, subject to Enforceability Exceptions; (iii) the Borrower shall have provided Company or, to the Managing Agents with copies Knowledge of the Office Building Acquisition AgreementCompany, the Office Building Documents and all any other documents related party, is not in breach or violation of, or default under, any such Lease; (iv) to the transfer Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to such Leased Real Property; (v) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; (vi) the Leased Real Property are supplied with utilities and other services adequate for the operation of said facilities; and (vii) the Company is not obligated to pay any leasing or brokerage commission relating to such Leased Real Property and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building PartnershipLease.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither If and to the Borrower nor any extent that the gross value generated from ----------- the sale or lease of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding Real Estate exceeds the foregoing, aggregate of the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that sum of (a) at all times prior to contribution $15 million and (b) the fees, costs and expenses of the Office Building Assets Purchaser and its Affiliates incident to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentationReal Estate, including, without limitation, opinions of counselthe fees, an appraisal costs and a Phase I environmental audit which expenses of, leasing and selling the Real Estate, then, and in the reasonable opinion of the Managing Agents is appropriate with respect such event, such excess proceeds shall be split (i) 10% to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") Purchaser and (ii) 90% to the Debtors, provided however, in the event Purchaser receives a bona fide offer to sell or lease all or any portion of the Real Estate, Purchaser shall submit the offer to the Debtors for approval, and if Debtors do not approve the offer within ten (10) business days, then Debtors shall pay the carrying costs for all or such portion, as the case may be, of the Real Estate described in the offer for a period of six (6) months and Debtors shall have the right to sell or lease all or such portion, as the case may be, of the Real Estate at its sole discretion within such six (6) month period; provided, however, that if the Debtors have an agreement with a bona fide purchaser for all or any portion, as the case may be, of the Real Estate and Debtors are continuing to pay the carrying costs for all or such portion, as the case may be, of the Real Estate, then Debtors shall continue to have the right to sell or lease all or such portion, as the case may be, of the Real Estate until such agreement is terminated or consummated. Notwithstanding the foregoing, if the Debtors sell or lease all or any portion, as the case may be, of the Real Estate during such six (6) month period described above, for less than five the offer submitted to Debtors by Purchaser for such real property, Debtors shall pay the amount which is less than such offer to Purchaser. If Debtors do not sell or lease such real property within the six (56) days prior month period described above, Purchaser shall again have the right to sell or lease such property and Purchaser shall pay the carrying costs from the end of such six (6) month period until such time as such property is sold or leased by another offer is submitted by Purchaser and rejected by Debtors. If the right to sell or lease the Real Estate reverts to the Office Building Acquisition DatePurchaser, the Borrower then Debtors shall have provided the Managing Agents with copies of the Office Building Acquisition Agreementno approval rights, the Office Building Documents and all other documents related but Purchaser hereby agrees to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions use commercially reasonable efforts with respect to the Office Building Assets, all sale of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipsuch Real Estate.

Real Estate. (a) Section 3.18 of the Company Disclosure Schedule identifies each parcel of real property owned or leased by the Company (the "Company Real Property"). The Company has good, marketable, and indefeasible fee simple title to each property identified as owned by it free and clear of all Liens other than (i) Liens that do not, individually or in the aggregate, materially impair the conduct by the Company of its business thereon or materially detract from the value thereof, (ii) Liens for taxes accrued but not yet payable, and (iii) Liens that secure obligations of the Company under the CITBC Financing Agreement and under the United States National Bank of Oregon promissory note dated July 31, 1996 and related deed of trust ("Permitted Encumbrances"). The Company holds a valid leasehold interest under a lease or sublease covering each property identified as leased by it free and clear of all Liens other than Permitted Encumbrances. (b) Section 3.18 of the Company Disclosure Schedule sets forth a tables that show, with respect to each of the store leases included in the Company Real Property (the "Company Store Leases"), (i) base rent for each fiscal year through 2002 and (ii) lease expiration, options, rent for the current fiscal year, rent during the first option period, and percentage rent. (c) After the execution and delivery of this Agreement, the Company will make available to the Parent a complete, correct, and current copy of each of the Company Store Leases, including any modifications and supplements. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any in Section 3.18 of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building PartnershipCompany Disclosure Schedule, (i) all of the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof Company Store Leases are in full force and effect, (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets Company and, to the Administrative Agent knowledge of Company, all other parties to the Company Store Leases have, in all material respects, duly and timely performed their obligations and are not in default under the Company Store Leases, and the Company is not currently withholding any rent due under any of the Company Store Leases, (iii) the Company has not given or received any notice of a material default under any of the Company Store Leases, (iv) no event has occurred or condition exists that, with the giving of notice, the passage of time, or both, would constitute a material default by the Company or, to the knowledge of the Company, any other party under any of the Company Store Leases, (v) neither the Company nor, to the knowledge of the Company, any other party has waived, or extended the time for the performance of, any material obligations under the Company Store Leases, and (vi) to the knowledge of the Company, none of the Company Store Leases is subject to any impending cancellation. (d) Except as set forth in Section 3.18 of the Company Disclosure Schedule, no third parties have any rights to use or occupy any of the Company Real Property, whether as tenants, subtenants, holders of easements or licenses, or otherwise. (e) The use of the Company Real Property by the Company in its business as presently and ordinarily conducted conforms with applicable zoning laws, regulations, and permits, except where the failure to conform would not have a Company Material Adverse Effect. In addition, (i) no zoning changes are pending or, to the knowledge of the Company, threatened that would prohibit or make nonconforming the use of any of the Company Real Property as presently and ordinarily used, (ii) no condemnation or eminent domain proceedings are pending or, to the knowledge of the Company, threatened with respect to any of the Company Real Property, and (iii) no landlord or public authority is installing, or, to the knowledge of the Company, planning to install, any material improvements the cost of which replacement Office Building Documents shall might, in full or in part, be form and substance saisfactory to assessed against the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building PartnershipCompany.

Real Estate. Except as set forth on Schedule 12 attached heretoDuring the Interim Period, neither the Borrower nor any Vendor will obtain title opinions from Vendor's Solicitors and certificates of location from reputable Quebec surveyors (collectively the "Quebec Title Documents"), the whole in respect of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transactionOwned Real Property located in the Province of Quebec. Notwithstanding During the foregoingInterim Period, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions Vendor will also obtain with respect to the Office Building AssetsOwned Real Property located in Massachusetts, all an endorsement update to the title insurance policy currently issued by Old Republic National Title Insurance Policy (the "Update Endorsement"). In the event the Title Documents or the Update Endorsement reveal any defect or irregularity (the "Title Defects") which, in the Vendor's sole judgment, acting reasonably, causes the Vendor to breach any of which its representations and warranties set forth in Sections 4.2(a) and 4.2(g) of this Agreement, the Vendor shall be certified disclose the Title Defects in writing to the Purchaser and proceed, in its sole discretion, in accordance with one of the following options: (a) the Vendor shall remedy the Title Defect prior to the Closing Date in order for the Vendor's representations and warranties affected by an Authorized Signatory the Title Defect to be true, complete true and correct, and all accurate as of which shall be in form and substance satisfactory to the Managing AgentsClosing Date; or (b) if the Vendor is unable or unwilling to remedy the Title Defect prior to or simultaneously the Closing Date as provided in paragraph (a) above, the Vendor shall arrange, with the contribution Purchaser's cooperation, to subscribe for the Purchaser's benefit at the Vendor's cost a title insurance policy or, with respect to the Title Insurance Policy an endorsement, as the case may be, for the relevant Owned Real Property. Such policy or endorsement shall cover the risk resulting from the Title Defects and shall come into effect as of the Office Building Assets Closing Date; in consideration for this title insurance coverage the Purchaser shall deliver to the Office Building Partnership, (i) Vendor as of the Borrower shall Closing Date a waiver of any rights and recourses which it would have provided against the Managing Agents with all documentation required by Section 5.13 hereof and (ii) Vendor under this Agreement resulting from the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and Title Defects; or (c) the Borrower Vendor shall promptly cause have the contribution right to terminate this Agreement in accordance with the provisions of Sections 7.4(b) and 7.5, unless the Purchaser agrees to deliver to the Vendor, as of the Office Building Assets to Closing Date, a waiver of any rights and recourses which it would have against the Office Building PartnershipVendor under this Agreement resulting from the Title Defects.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower or a Restricted Subsidiary may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents Administrative Agent is appropriate with respect to such grant, including any documentation requested by the Banks Lenders (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents Administrative Agent with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing AgentsAdministrative Agent; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents Administrative Agent with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents Administrative Agent with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory satisfactory to the Managing Agents Administrative Agent; and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnership.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory satisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnership."

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) Seller shall, within thirty (30) days following the date hereof, at all times prior its sole cost and expense, cause to contribution be furnished to Buyer and the Title Company one (1) copy each of a "Land Title Survey" (as that term is defined in the latest edition of the Office Building Assets "Manual of Practice for Land Surveying, in Texas" published by the Texas Society of Professional Surveyors) (the "Survey") of the Real Estate, prepared and certified as to all matters shown thereon by a surveyor licensed by the Office Building Partnership State of Texas ("Surveyor"). The Survey shall bear (i) a certificate in substantially the Borrower grants same form as Exhibit H attached hereto and made a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentationpart hereof, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) a notation stating whether or not less than five (5) days prior a portion of the Real Estate is located in a 100-year flood plain, as shown on the current Federal Emergency Management Agency applicable to the Office Building Acquisition DateReal Estate, and shall show the Borrower shall have provided the Managing Agents with copies specific location of any portions of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of Real Estate which shall may be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be located in form and substance satisfactory to the Managing Agents; any such 100 year flood plan. (b) prior Within thirty (30) days following the date hereof, Seller shall, at its sole cost and expense, cause the Title Company to or simultaneously with the contribution of the Office Building Assets furnish to the Office Building Partnership, Buyer (i) a title commitment ("Commitment") showing Seller as the Borrower shall have provided record title owner of the Managing Agents with all documentation required Real Estate, by Section 5.13 hereof the terms of which Commitment the Title Company agrees to issue to Buyer at Closing a basic owner's policy of title insurance ("Title Policy") in the amount of the Book Value of the Real Estate and Real Estate Improvements on the standard form therefor promulgated by the Texas Department of Insurance, insuring Buyer's fee simple title to the Real Estate to be good and indefeasible, subject to the terms of the Title Policy and the Schedule B exceptions, and (ii) photocopies of all documents ("Title Documents") describing all Schedule B title exceptions shown on the Borrower Commitment. As used herein, the term "Title Objection Period" shall mean a period commencing on the first (1st) day following Seller's delivery to Buyer of the last of the Survey, Commitment and Title Documents and ending twenty (20) days thereafter. All matters shown on the Survey and exceptions listed in the Commitment which are not objected to by Buyer by delivery of written notice to Seller within the Title Objection Period shall be conclusively deemed to be acceptable to Buyer. In the event Buyer timely objects to any title exception or Survey matter which would materially impair the ability of Buyer to utilize the Real Estate as a banking facility ("Title Objection"), Seller may, but shall not be obligated to, cure such Title Objection; provided, however, that if Seller is able and willing to eliminate or cure such Title Objection, Seller shall notify Buyer in writing of such fact ("Seller's Title Notice") within ten (10) days following the Title Objection Period ("Seller's Notice Period"), in which case the limitation or curing by Seller of the Title Objections shall be complete to the satisfaction of Buyer on or before the Closing Date. In the event Seller does not deliver Seller's Title Notice to Buyer within Seller's Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to cure the Title Objections. In the event Seller (A) does not deliver Seller's Title Notice, or (B) notifies Buyer that Seller is unable or unwilling to cure any Title Objection, Buyer shall be deemed to have provided waived the Managing Agents with replacement Office Building Documents pursuant Title Objections unless within ten (10) days following the expiration of Seller's Notice Period, Buyer delivers to Seller written notice terminating its obligation to purchase the Real Estate. As used in this Agreement, the term "Permitted Exceptions" shall mean all title exceptions or Survey matters which would not materially impair the ability of Buyer to utilize the Real Estate as a banking facility, and all matters either shown on the Survey or listed in the Commitment to which Buyer does not raise a Title Objection within the Office Building Partnership grants a negative pledge on Title Objection Period, or, having objected, Buyer waives or is deemed to have waived in accordance with the Office Building Assets provisions of this Section 4.10(b). Seller shall, at its sole cost and expense, provide to Buyer the basic Title Policy, reflecting only the Permitted Exceptions, as soon as practicable after the Closing Date. An endorsement to the Administrative Agent all of which replacement Office Building Documents Title Policy amending the Survey exception, if any, shall be form at Buyer's sole cost and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipexpense.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior As soon as practicable after the date of this Agreement, Seller shall obtain and furnish to contribution of the Office Building Assets Purchaser, with respect to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions each parcel of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") Owned Real Estate and (ii) each parcel of Ground Leased Real Estate which has a site(s) situated thereon that was one of the top 400 revenue producing sites in fiscal 1998 (the "Designated Ground Leased Real Estate"), an ALTA Form B (1992) title insurance commitment (each, a "Commitment") in each case insuring Seller's interest, if any, in each related guy wire and access easement, for the issuance of an ALTA Form B (1992) title insurance policy (each, a "Title Policy"), issued by Chicago Title Insurance Company (the "Title Company"), each in an amount mutually agreed upon between Seller and Purchaser and which Commitments shall be delivered no less than fifteen (15) business days prior to the Closing, showing Purchaser as the proposed insured. Each Commitment may also include the general exceptions customarily set forth therein; provided, however, that with respect to the Owned Real Estate and Designated Ground Leased Real Estate, Seller shall deliver an ALTA statement and provide a Survey as required by the Title Company in connection with the issuance of "extended coverage" over such general exceptions. At Closing, Seller shall cause the Title Company to issue a "marked up" Title Policy for each parcel of Owned Real Estate and Designated Ground Leased Real Estate, and with "extended coverage" over the general exceptions, showing Purchaser as the insured. Notwithstanding anything stated herein to the contrary, Seller and Purchaser shall share equally the cost of the title premium for each Title Policy; provided, however, any endorsements to the Title Policy shall be issued at the sole cost and expense of Purchaser (other than endorsements issued to insure over an Unpermitted Exception). Seller shall cooperate with Purchaser in obtaining Title Policies and Surveys for the Ground Leased Real Estate other than the Designated Ground Leased Real Estate; provided, however, that Purchaser shall pay all costs and expenses related to such Title Policies and Surveys. (b) As soon as practicable after the date of this Agreement, Seller shall obtain and furnish to Purchaser, with respect to each parcel of Owned Real Estate and Designated Ground Leased Real Estate, a current survey (each, a "Survey") sufficient to cause the Title Insurer to delete the standard printed survey exception set forth in each Commitment, which Survey shall be certified to Seller, Purchaser and Purchaser's lender, and shall bear Purchaser's standard surveyor certificate in the form of the attached Attachment VI. Notwithstanding anything stated herein to the contrary, Seller and Purchaser shall share equally the cost of each Survey. (c) Purchaser shall have fifteen (15) days subsequent to the receipt of the later of the Commitment and the Survey for each parcel of Owned Real Estate or Designated Ground Leased Real Estate to notify Seller in writing as to Purchaser's objections relative to matters of title or survey for the applicable parcel of Owned Real Estate or Designated Ground Leased Real Estate other than (i) materialmen's, mechanics', carriers', workmen's, repairmen's and other like liens arising in the ordinary course of business, (ii) liens for current Taxes not less yet due or payable or any Taxes being contested in good faith by Seller, (iii) any other covenants, conditions and restrictions, of record or otherwise, affecting title to the Owned Real Estate or Designated Ground Leased Real Estate that could not reasonably be expected to result in a Material Adverse Effect on the use or marketability of such real estate, and (iv) matters that were caused by Purchaser or any party claiming through or on behalf of Purchaser (such matters, the "Unpermitted Exceptions"). In the event Purchaser does not notify Seller of Unpermitted Exceptions within such fifteen (15) day period, Purchaser shall be deemed to have accepted the Commitment and Survey for the applicable parcel of Owned Real Estate or Designated Ground Leased Real Estate without objection, and Purchaser shall accept title to the same at Closing subject to the matters set forth in such Commitment and Survey (the "Permitted Exceptions"). In the event Purchaser notifies Seller of Unpermitted Exceptions within such fifteen (15) day period, then Seller shall use commercially reasonable efforts to cure the Unpermitted Exceptions by having the Title Company waive such exceptions or defects or commit to insure over the same. If Seller reasonably determines that it is unable to cure any Unpermitted Exception (1) due to impracticality, or (2) because it is not commercially reasonable to do so, Seller shall notify Purchaser in writing that Seller shall not cure such Unpermitted Exception(s). Unpermitted Exceptions that are accepted by Purchaser shall be deemed Permitted Exceptions. Purchaser hereby agrees that Seller need not remove liens, mortgages or security interests affecting the Owned Real Estate constituting Unpermitted Exceptions until the Closing, and that Seller shall have no obligation whatsoever to remove liens, mortgages, deeds of trust or security interests affecting the ground lessor's interest in the Ground Leased Real Estate. Seller shall reasonably cooperate, at no cost or expense to Seller, to enable Purchaser to obtain (i) subordination, non-disturbance and attornment agreements from any mortgagee of a ground lessor's interest in the Ground Leased Real Estate, and (ii) a lender's title insurance policy simultaneously issued with each Title Policy. (i) If, at the Closing, there remain Unpermitted Exceptions that Seller has committed to cure, and the estimated aggregate out-of-pocket cost (as determined by mutual agreement of the parties no later than five (5) days prior to the Office Building Acquisition DateClosing) to cure such Unpermitted Exceptions exceeds One Million Dollars ($1,000,000), the Borrower amount of such costs in excess of One Million Dollars ($1,000,000) shall be held back from the Purchase Price and set aside and held in accordance with the escrow agreement in substantially the form attached hereto as Attachment VII (the "Escrow Agreement"), pending the cure of such Unpermitted Exceptions. In the event the parties are unable to agree on the amount to be held in escrow pursuant to the Escrow Agreement, or whether any amount shall be held in escrow, after good faith negotiations, such amount shall be the diminution in the fair market value of the affected real estate occasioned by reason of the existence of any such Unpermitted Exception(s) (the "Reduction Amount"), as determined by the average of two appraisals prepared by appraisers, one selected by each of Seller and Purchaser, each of which appraisers shall be independent and members in good standing of the American Institute of Real Estate Appraisers and shall have provided the Managing Agents had not less than ten (10) years' experience with copies commercial real estate of the Office Building Acquisition Agreementsame type as the affected real estate in the location where such real estate is located. Each of Seller and Purchaser shall bear the costs of its respective appraiser, and, in the Office Building Documents event a third appraiser is necessary, each of Seller and all other documents related Purchaser shall share equally the costs of such appraiser. Each appraiser shall independently determine the diminution in the fair market value of the affected real estate and complete and forward to Seller and Purchaser their separate appraisal reports within forty-five (45) days after the parties' failure to agree. Any appraisal report not so forwarded within such time period shall be excluded. If only one such report is timely forwarded, then the appraisal set forth therein shall establish the Reduction Amount. If both reports are timely forwarded and the lower appraisal is not less than ninety percent (90%) of the higher appraisal, then the average of the two appraisals shall establish the Reduction Amount. If the lower appraisal is less than ninety percent (90%) of the higher appraisal, then the two appraisers shall meet and select an independent third appraiser within ten (10) days after the expiration of the forty-five (45) day period. In the event the two appraisers fail to so select a third appraiser, either party may obtain court appointment of such third appraiser. The third appraiser shall independently determine the diminution in the fair market value of the affected real estate and promptly complete and forward its report to Seller and Purchaser. The average of the two appraisals closest in amount shall be the Reduction Amount. (ii) If, at the Closing, there remain Unpermitted Exceptions that Seller has notified Purchaser that Seller is unwilling to cure, and the estimated aggregate out-of-pocket cost (as determined by mutual agreement of the parties no later than five (5) days prior to the transfer Closing) to cure such Unpermitted Exceptions exceeds One Million Dollars ($1,000,000), Purchaser shall take title to the affected real estate as it then exists, and, except as provided below, Purchaser shall deduct from the Purchase Price either an amount (but only that amount in excess of One Million Dollars ($1,000,000)) (A) agreed to by the parties as the estimated aggregate out-of-pocket cost of curing such Unpermitted Exception(s), or (B) if the parties are unable to agree as to such amount an amount equal to the diminution in the fair market value of the Office Building Assets to affected real estate occasioned by reason of the Borrowerexistence of any such Unpermitted Exception(s), including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be as determined in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously accordance with the contribution of appraisal method described above in clause (i); provided, however, that in the Office Building Assets to event the Office Building Partnership, amount determined in accordance with either clause (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and above or this clause (ii) the Borrower is less than One Million Dollars ($1,000,000), Purchaser shall have provided no right to a reduction in the Managing Agents with replacement Office Building Documents Purchase Price. In no event shall Seller's liability, the amount held in escrow and the aggregate amount deducted from the Purchase Price pursuant to which this Section 6.6(d), exceed in the Office Building Partnership grants a negative pledge on the Office Building Assets aggregate Five Million Dollars ($5,000,000). (e) Notwithstanding anything to the Administrative Agent all contrary contained in this Agreement, in no event shall Seller be obligated to furnish Purchaser with Commitments or Title Policies for Owned Real Estate or Designated Ground Leased Real Estate located in jurisdictions where title insurance is not issued, and accordingly, the failure of which replacement Office Building Documents Seller to furnish Commitments or Title Policies in such jurisdictions shall be form and substance saisfactory not constitute a breach by Seller of this Agreement; provided, however that, subject to this Section 6.6, Seller will provide, if available or if it exists, the commercially reasonable equivalent to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building PartnershipCommitments or Title Policies in such jurisdictions.

Real Estate. Except Employee and Company jointly own Employee's principal residence as set forth on Schedule 12 attached hereto, neither tenants in common with respective percentage undivided interests determined as follows: The Company's interest shall be calculated by dividing $300,000 by the Borrower nor any purchase price of the Restricted Subsidiaries Property, the result to be expressed as a percentage; Employee's interest shall purchase any real estate be 100 percent minus the Company's interest. These respective percentage interests shall remain constant unless otherwise agreed by the Company and Employee or enter into any sale/leaseback transactionunless recalculated as provided below. Notwithstanding the foregoing, (1) Employee shall maintain the Borrower Property and pay all expenses associated with the Property, including but not limited to all mortgage payments; upkeep; taxes; insurance; homeowner association fees, if any; repairs and improvements (improvements shall be at Employee's option), and utilities; and (2) Employee shall not alienate his interest in the Property without the Company's consent. If the Employee fails or refuses for any reason to perform the obligations and make the payments called for in clause (1) of the foregoing sentence, the Company may cause the obligations to be performed and/or make the payments and, at its option, (x) deduct any expenditures from the payment of any compensation to Employee called for by this Agreement on any reasonable basis, or (y) add the full amount of any expenditures directly to its $300,000 initial equity and, using the sum as the new numerator, recalculate the respective percentage undivided interests of the parties using as a denominator the same purchase price of the Office Building Assets pursuant property. Employee shall execute and cooperate in the recording of all documents necessary to evidence the Office Building Acquisition Agreement provided parties' agreement contained in this paragraph. Within 30 days of termination of Employee's employment for any reason, the parties shall agree on a valuation of the Property. If they cannot agree within that time, each party shall select a certified appraiser to perform an appraisal of the property at each selecting party's expense, and the appraisal shall be the average of the two appraisals. The valuation reached by either method shall be called the Agreed Valuation. Within (a) at all times prior three years from the date of termination of Employee's employment due to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentationdeath or Disability, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to two years from the date of termination of Employee's employment in the event of a Termination for Cause or simultaneously with the contribution of the Office Building Assets to the Office Building PartnershipConstructive Termination, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and or (c) one year from the Borrower date of termination of Employee's employment in the event of a resignation by Employee (other than a Constructive Termination), Employee (or his estate) shall promptly cause take such actions as are necessary to purchase the contribution of Company's interest in the Office Building Assets Property for a purchase price equal to the Office Building PartnershipCompany's percentage interest in the property at the date of appraisal times the Agreed Valuation. The Company shall cooperate with Employee to sell the Property under such circumstances if the Employee is unwilling or unable to purchase the Company's interest, and Employee shall be deemed to have complied with his purchase obligation under this Subparagraph if a purchasing third party pays the Company the purchase price. If the Employee is deemed to receive taxable income for any payment or reimbursement under this subparagraph, such payments will be grossed up to account for all applicable income taxes.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any (i) Confirmation and Granting of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that Liens. (a) [intentionally omitted]. (b) In connection with any acquisition of real property by a Credit Party after the Effective Date, such Credit Party shall (x) at all times prior to contribution of the Office Building Assets to the Office Building Partnership least thirty (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (530) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies closing of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related acquisition deliver to the transfer of Collateral Agent and the Office Building Assets Lenders the following items, each in form and substance satisfactory to the BorrowerCollateral Agent (i) a feasibility study for such real property, includingincluding comparisons with other similar projects, without limitation(ii) a report outlining the approval status of such real property (indicating expiration dates of approvals), lien search results from appropriate jurisdictions (iii) a legal description of such real property sufficient for a mortgage and establishing that the property constitutes a legal lot or parcel under applicable subdivision laws, (iv) a report by an independent consultant satisfactory to Agent regarding investigation of such property for Hazardous Materials and compliance with Environmental Laws, with such report in form and substance satisfactory to Agent, (v) a cash flow schedule for such real property, (vi) a summary report updating land acquisition activity year-to-date, including a description of all future development commitments, and (vii) such other documents, instruments and information with respect to such real property as the Office Building AssetsCollateral Agent or any Lender shall reasonably request, all and (y) no more than thirty (30) days after the closing of which shall be certified the acquisition deliver to the Collateral Agent and the Lenders, in a form and substance satisfactory to the Collateral Agent, a current appraisal of such real property performed by an Authorized Signatory appraiser satisfactory to Agent. Collateral Agent may from time to time designate any real property of any Credit Party which is not Mortgaged Property (including any real property acquired after the Effective Date) as "Additional Mortgaged Property," in which case such Credit Party shall as promptly as possible (and in any event within thirty (30) days after such designation) deliver to Collateral Agent a fully executed Mortgage, in form and substance satisfactory to Collateral Agent together with title insurance policies and surveys as required by subsections 3.2D(i)(d) and 3.2D(i)(e) and any other documents or instruments as Collateral Agent shall reasonably request to perfect a valid and enforceable first priority mortgage on the respective Additional Mortgage Property, free and clear of all defects and encumbrances except for validly perfected and enforceable Permitted Encumbrances. (c) Concurrently with the placement of a Mortgage on any Additional Mortgage Property, the Collateral Agent shall receive such estoppel letters, consents and waivers from the landlords and non- disturbance agreements from any holders of mortgages or deeds of trust on such real estate ("Leasehold Consents") as may be truerequested by Collateral Agent, complete and correct, and all of which documents shall be in form and substance satisfactory to Collateral Agent. (d) Within thirty (30) days following delivery of any Mortgage with respect to Additional Mortgaged Property, Company shall deliver or cause to be delivered to Collateral Agent ALTA lenders title insurance policies issued by title insurers reasonably satisfactory to Collateral Agent (the Managing Agents; "Mortgage Policies"), in form and substance, and in amounts, reasonably satisfactory to Collateral Agent assuring Lenders that the Mortgages are valid and enforceable first priority mortgage liens on the respective Additional Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances. The Mortgage Policies shall be in form and substance reasonably satisfactory to Collateral Agent and shall include a last dollar endorsement (bto the extent permitted by applicable laws and regulations) prior and an endorsement for future advances under this Amended Loan Agreement, the Notes and the other Loan Documents, for mechanics' liens and for any other matter that Collateral Agent may reasonably request, and shall provide for affirmative insurance and such reinsurance as Collateral Agent may request all of the foregoing in form and substance satisfactory to Collateral Agent. (e) Within thirty (30) days following delivery of any Mortgage with respect to any Additional Mortgaged Property, Company shall deliver or simultaneously cause to be delivered to Collateral Agent current surveys, certified by a licensed surveyor (or, with the contribution of the Office Building Assets Collateral Agent's consent, current approved subdivision maps), for such Mortgaged Property. All such surveys shall be certified to the Office Building PartnershipCollateral Agent and the title insurer as having been prepared in accordance with the minimum standard detail requirement for land title surveys as adopted by the American Land Title Association and by the American Congress of Surveying and Mapping. (f) Collateral Agent may obtain, at the Borrowers' expense, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof appraisals of any Mortgaged Property and Additional Mortgaged Property and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents annual updates to appraisals (including updates of any appraisals obtained pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all clause (i) of which replacement Office Building Documents this subsection 3.2D(i)(f)). All such appraisals shall be in form and substance saisfactory satisfactory to Collateral Agent. Collateral Agent may also obtain, at the Managing Agents and (c) the Borrower shall promptly cause the contribution Borrowers' expense, such audits of the Office Building Assets Collateral as Collateral Agent may request; provided that the Collateral Agent may not request more than four audits in any Fiscal Year. Such audits may include, without limitation, on site inspections of the Collateral. Such audits will be conducted by Collateral Agent, Lenders or, in Collateral Agent's discretion, third parties satisfactory to the Office Building PartnershipCollateral Agent.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution The Company does not own any real property. (b) Section 4.12(b) of the Office Building Assets Disclosure Schedule lists and describes briefly all real property leased or subleased to the Office Building Partnership Company. The Sellers have delivered to the Buyer correct and complete copies of the leases and subleases listed in Section 4.12(b) of the Disclosure Schedule. With respect to each lease and sublease listed in Section 4.12(b) of the Disclosure Schedule: (i1) the Borrower grants a negative pledge on lease or sublease is legal, valid, binding and enforceable against the Office Building Assets Company and, to the Administrative Agent Sellers' Knowledge, the landlord thereunder, and, to Sellers' Knowledge in full force and delivers effect; (2) the lease or sublease will, as of the Closing Date, continue to be legal, valid, binding, enforceable and in full force and effect on identical terms immediately following the consummation of the transactions contemplated hereby; (3) to the Administrative Agent all other documentationSellers' Knowledge, includingno party to the lease or sublease is in breach or default, without limitationand to the Sellers' Knowledge, opinions no event has occurred which, with notice or lapse of counseltime, an appraisal and would constitute a Phase I environmental audit which breach or default or permit termination, modification, or acceleration thereunder; (4) to the Sellers' Knowledge, no party to the lease or sublease has repudiated any provision thereof; (5) to the Sellers' Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the reasonable opinion of the Managing Agents is appropriate lease or sublease; (6) with respect to such grant, including any documentation requested by the Banks (collectivelyeach sublease, the "Office Building Documents"representations and warranties set forth in paragraphs (1) and (ii) not less than five through (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents above are true and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions correct with respect to the Office Building Assetsunderlying lease; (7) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (8) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Company's operations thereon and have been operated and maintained in accordance with applicable laws, rules, and regulations, except where a failure would not cause a Material Adverse Change; and (9) to the Sellers' Knowledge, all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipsaid facilities.

Real Estate. (a) SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE contains a complete and correct list of all Leases. Prior to the date hereof, true, correct and complete copies of all Leases relating to the Leased Premises and all amendments thereto have been made available by Seller Parties to Buyer, except for the leases under which Seller Parties are required to make monthly lease payments of not more than $2,500 individually and which are set forth in SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE. All such Leases are valid, binding and in full force and effect and are enforceable by the lessee thereunder and, except as set forth in SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, grant such lessee the exclusive right to use and occupy the Leased Premises. Each applicable Seller Entity, as applicable, has, and shall have as of the Closing, good and valid leasehold title to each of the Leased Premises. Except as set forth on Schedule 12 attached heretoin SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, neither all material covenants to be performed by the Borrower nor any applicable Seller Entity, as applicable, and, to the knowledge of Seller Parties, all material covenants to be performed by the lessor or sublessor under each Lease, have been performed in all material respects, and no event has occurred or circumstance exists which, with the delivery of notice or the passage of time or both, would constitute such a breach or default by the applicable Seller Entity, or the lessor or sublessor, or which would permit the termination, modification or acceleration of performance of the Restricted Subsidiaries shall purchase obligations of the applicable Seller Entity, or the lessor or sublessor, under any real estate Lease, except for such violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions, or enter into any sale/leaseback transaction. Notwithstanding revocations that are excused by or unenforceable as a result of Seller Parties' filing of the foregoingPetition(s), and except that Seller Parties have not made certain payments under certain Leases in connection with or in anticipation of the Chapter 11 Cases. (b) SECTION 3.16(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE contains a true, correct and complete list of all Owned Real Property, including the address of each parcel of Owned Real Property, the Borrower may purchase Seller Entity which owns such Owned Real Property and the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that current use (aor uses) at all times prior to contribution of such Owned Real Property. The applicable Seller Entities have, and shall have as of the Office Building Assets Closing, good, valid and marketable title in fee simple to each of the Office Building Partnership Owned Real Property and to all buildings, structures and other improvements thereon and all fixtures thereto (other than leased equipment), in each case, free and clear of any Encumbrances (other than Permitted Property Encumbrances) and except as set forth in SECTION 3.16(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE. (c) Except as set forth in SECTION 3.16(c) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, no Seller Entity has received any written notice that (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents any condemnation proceeding is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions pending or threatened with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to Premises or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) any material zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the Borrower shall have provided continued maintenance, operation or use of any buildings or other improvements on any of the Managing Agents Premises. (d) No certificate, permit or license from any Governmental Body having jurisdiction over any of the Premises or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the Premises or which is necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the Premises has not been obtained or is not in full force and effect, and, to the knowledge of Seller Parties, there is no pending threat of modification or cancellation of any of the same. (e) Except as set forth in SECTION 3.16(e) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, all buildings, structures and other improvements on any of the Premises and all fixtures thereto are structurally sound with replacement Office Building Documents pursuant no known material defects and are in good operating condition and repair and are adequate for the use and operation of the Premises to which they relate in the Office Building Partnership grants conduct of the Acquired Business as presently conducted and require no maintenance, repairs or replacements, except for ordinary routine maintenance, repairs or replacements, which are not material in nature or cost. (f) Except as set forth in SECTION 3.16(f) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, no Seller Entity is a negative pledge on party to, or is obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Office Building Assets Premises or any portion thereof or interest therein to any Person or entity other than Buyer. (g) Subject to the Administrative Agent all entry of which replacement Office Building Documents shall be form and substance saisfactory the 365 Order, except as set forth in SECTION 3.16(g) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, no consent is required for the assignment of any Lease contemplated hereby. (h) Prior to the Managing Agents date hereof, except as set forth in SECTION 3.16(h) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, Seller Parties have made available to Buyer for review true, correct and complete copies of all deeds, mortgages, surveys, licenses, leases, title insurance policies (c) the Borrower shall promptly cause the contribution of the Office Building Assets including any underlying documents relating to Encumbrances), if any, or equivalent documentation with respect to the Office Building PartnershipPremises and other material documents relating to or affecting the title to the Premises. The agreements, instruments and documents listed in SECTION 3.16(h) OF THE SELLER PARTIES DISCLOSURE SCHEDULE are not, individually or together with any other agreements, instruments or documents listed therein, material to the Acquired Business.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at Each Borrower shall, and shall ensure that each Loan Party shall, use all times prior commercially reasonable efforts to contribution of deliver within 30 days after the Office Building Assets to the Office Building Partnership Closing Date (i) the Borrower grants a negative pledge on the Office Building Assets or such later date as shall be acceptable to the Administrative Agent in its sole discretion) such Landlord Lien Waivers and delivers Bailee's Waivers as the Administrative Agent shall request in its sole discretion exercised reasonably. (b) Each Borrower shall, and shall cause each other Loan Party and each of its Subsidiaries to, use all commercially reasonable efforts to, (i) comply in all material respects with all of their respective obligations under all of their respective Leases now or hereafter held respectively by them with respect to Real Property (other than Non-Material Real Property), including the Leases set forth in Schedule 4.19; (ii) not modify, amend, cancel, extend or otherwise change in any materially adverse manner any of the terms, covenants or conditions of any such Leases; (iii) not assign or sublet any other Lease if such assignment or sublet would have a Material Adverse Effect; (iv) provide the Administrative Agent with a copy of each notice of default under any Lease received by such Loan Party or any of its Subsidiaries immediately upon receipt thereof and deliver to the Administrative Agent all other documentation, including, without limitation, opinions a copy of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion each notice of the Managing Agents is appropriate default sent by such Loan Party or any of its Subsidiaries under any Lease simultaneously with respect to its delivery of such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") notice under such Lease; and (iiv) not less than five (5) notify the Administrative Agent at least 14 days prior to the Office Building Acquisition date the Borrower or any Subsidiary takes possession of, or becomes liable under, any new leased premises or Lease, whichever is earlier. (c) Each Borrower shall ensure that (at the Borrowers' expense) each Borrower or Subsidiary thereof which is the fee or leasehold owner of the following Real Property, shall, within 60 days after the Closing Date, deliver or cause to be delivered to the Borrower shall Administrative Agent current as-built surveys, for the Real Property located in Beaumont, Texas, Blytheville, Arkansas, Sergeant Bluff (Port Xxxx), Iowa, Verdigris, Oklahoma, and Woodward, Oklahoma, more particularly described on Schedule 4.19, reasonably satisfactory in form and substance to the Administrative Agent. In the event that such surveys reveal any matters which would have provided (i) a Material Adverse Effect, (ii) any material adverse effect on the Managing Agents with copies value of the Office Building Acquisition Agreement, relevant Collateral or (iii) any adverse effect (x) on the Office Building Documents and all other documents related Collateral Agent's ability to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be obtain title insurance policies in form and substance satisfactory to the Managing Agents; Administrative Agent or (by) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to Collateral Agent's rights or remedies under any title insurance policies, the Borrowers shall ensure that such matters are corrected or cured in a manner and by such date as the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipmay reasonably specify.

Real Estate. Except (i) Proler has good and indefeasible title to each parcel of its Owned Property, free and clear of any Lien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, covenants, and other restrictions which do not impair the current use, occupancy or value of the property subject thereto, and (z) encumbrances and restrictions described in the title insurance policies and/or survey listed on Schedule 3.14(a), all of which policies have been previously delivered to MTLM. (ii) there are no pending or, to the Knowledge of Proler, threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties or other matters affecting adversely the current use, occupancy or value thereof; (iii) except as set forth on Schedule 12 attached hereto3.14(a), neither the Borrower nor any legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the Restricted Subsidiaries shall purchase described parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of approval by any real estate Governmental Authority, and do not encroach on any easement which may burden the land; (iv) all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or enter into operation thereof and have been operated and maintained in material compliance with applicable laws, ordinances, rules and regulations; (v) there are no Contracts granting to any sale/leaseback transaction. Notwithstanding party or parties the foregoingright of use or occupancy of any portion of the parcels of Owned Property, the Borrower may except as set forth on Schedule 3.14(a); (vi) there are no outstanding options or rights of first refusal to purchase the Office Building Assets pursuant to parcels of Owned Property, or any portion thereof or interest therein; (vii) there are no parties (other than the Office Building Acquisition Agreement provided that (aProler Companies) at all times prior to contribution in possession of the Office Building Assets parcels of Owned Property, other than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to the Office Building Partnership which they are entitled; (iviii) the Borrower grants a negative pledge all facilities located on the Office Building Assets parcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities; (ix) each parcel of Owned Property abuts on and has direct vehicular access to a public road, or has access to a public road; (x) all improvements and buildings on the Administrative Agent Owned Property are in good repair and delivers to adequate for the Administrative Agent all other documentation, including, without limitation, opinions use of counsel, an appraisal and a Phase I environmental audit which such Owned Property in the reasonable opinion manner in which presently used; and (xi) there are no material service contracts, management agreements or similar agreements which affect the parcels of the Managing Agents is appropriate with respect to such grantOwned Property, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; except as set forth on Schedule 3.14(a). (b) prior to There are no material leases, licenses or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, similar agreements (i"Leases") the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants Proler is a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipparty.

Real Estate. Except The Sellers shall cause the Target Group Companies to use their reasonable endeavours to take the following actions on the following terms with respect to each location indicated below: a) the terms of any new lease or sub-lease (as set forth on Schedule 12 attached hereto, neither the Borrower nor any applicable) in respect of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding rent payable will be no greater than the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership higher of: (i) the Borrower grants a negative pledge on sum paid by the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which Target Group Company in the reasonable opinion of relevant location in the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks eighteen (collectively, the "Office Building Documents"18) and (ii) not less than five (5) days months prior to the Office Building Acquisition Offer Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided rent level specified in the Managing Agents table attached to document 22 listed at Schedule 5 of the Disclosure Letter for the new location; b) the other terms of the lease or sub-lease (as applicable) for the new location are consistent with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets prevailing market terms; c) save as otherwise indicated with respect to the Administrative Agent all locations below, the consent of which replacement Office Building Documents the Purchaser (not to be unreasonably withheld or delayed) shall be form and substance saisfactory required prior to the Managing Agents and Sellers: (ci) entering into a new lease or sub-lease (as applicable); or (ii) agreeing to the extension of an existing lease or sub-lease (as applicable), in each case, for a term of greater than eighteen (18) months from the date of Completion; and d) the Borrower shall promptly cause the contribution consent of the Office Building Assets Purchaser (not to be unreasonably withheld or delayed) shall be required prior to the Office Building PartnershipSellers: (i) entering into a new lease or sub-lease (as applicable); or (ii) entering into an extension of an existing lease or sub-lease (as applicable), in each case, where the terms of such new or extended lease or sub-lease (as applicable) impose any requirements of material capital expenditure on any Target Group Company. Enter into a lease extension for a “virtual office” lease which has a contractual expiration of 31 May 2015. Enter into lease extensions for three (3) other Brazil leases (two (2) “virtual offices” expire on 30 November 2015 and the main Sao Paolo lease on 31 December 2015). Renew lease (Regus agreement) when it expires on 31 December 2015. Tenant is currently renegotiating its existing lease with the landlord. The landlord is to carry out proposed upgrade works at the entrance and stairway and in return the existing lease will be extended to expire in March 2017.

Real Estate. (a) Except as set forth on Schedule 12 attached hereto3.13(a), neither the Borrower Partnership nor the Subsidiary owns any real property or any interest therein other than those described in the unsigned draft Title Insurance Commitment issued by Lawyers Title Insurance Corporation (the "title insurer") as its Commitment No. 00602158 in the form attached hereto as Schedule 3.13 (the "Title Insurance Commitment") (the property and interests described in such Title Insurance Commitment being referred to as the "Owned Properties"). In addition, the Partnership has delivered to Panthers a true and complete copy of that certain ALTA Survey of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transactionOwned Properties prepared by Rick Engineering Co. as its job no. Notwithstanding 1969 dated May 24, 1996 (the foregoing"Xxrvey"), the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that and Schedule 3.13 (a) at all times prior describes any additional title exceptions which would be disclosed on an updated ALTA survey prepared in the same manner as the Survey. With respect to contribution each such parcel of the Office Building Assets Owned Property, except as set forth in Schedule 3.13(a), Schedule B Section 2 to the Office Building Partnership Title Insurance Commitment or the Survey and except for the Ground Lease Parcel: (i) the Borrower grants a negative pledge on the Office Building Assets The Partnership has good and marketable title to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions or easements upon each parcel of counsel, an appraisal and a Phase I environmental audit which Owned Property as set forth in the reasonable opinion Title Insurance Commitment free and clear of the Managing Agents is appropriate with respect to such grantany Lien, including any documentation requested by the Banks (collectivelyeasement, the "Office Building Documents") and covenant, restriction or encumbrance; (ii) not less than five (5) days prior There are no pending or to the Office Building Acquisition DatePartnership's Knowledge threatened condemnation proceedings, suits or administrative actions relating to the Borrower shall have provided Owned Properties or any access thereto or other matters affecting adversely the Managing Agents with copies current use, occupancy or value thereof; (iii) The legal descriptions for the parcels of Owned Property contained in the Title Insurance Commitment describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the Office Building Acquisition Agreementdescribed parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances, building code requirements, permits, licenses or other forms of approval by any Governmental Authority, and do not encroach on any easement which may burden the Office Building Documents land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and all other documents related the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the transfer use thereof have not been obtained; (iv) There are no outstanding options or rights of first refusal to purchase the Office Building Assets to parcels of Owned Property or any portion thereof or interest therein; (v) All facilities located on the Borrowerparcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities, includingincluding gas, without limitationelectricity, lien search results from appropriate jurisdictions with respect to the Office Building Assetswater, telephone, sanitary sewer and storm sewer, all of which shall be certified by an Authorized Signatory to be trueservices are adequate for the Owned Property and are available in adequate quantities for the Renovation (as defined in the Limited Partnership Agreement) in accordance with all applicable laws, complete ordinances, rules and correctregulations, and all are provided via public roads or via permanent, irrevocable, appurtenant easements; (vi) None of the Exchange Partners or the Partnership has received notice of any condemnation or taking of, or any special assessment which shall be in form and substance satisfactory may affect, any parcel of Owned Property; and (vii) The Owned Property has access to 24th Street via the nonexclusive easement described as Paxxxx Xx. 0 xn Schedule A to the Managing Agents; Title Insurance Commitment. (b) Schedule 3.13(b) sets forth a list of all leases or licenses of real property or other occupancy agreements under which the Partnership or the Subsidiary is the lessee, licensee or occupant ("Leases") (copies of which have previously been furnished to Panthers), in each case setting forth (A) the lessor, licensor or grantor thereof and the date of each of the Leases, and (B) a brief description of each property covered thereby. Except as set forth in Schedule 3.13(b), the Leases are in full force and effect and have not been amended, and the Partnership is not in default under any such Lease to which it is an original party or of which it is an assignee since the date of such assignment, has no Knowledge of any breach or default by the other party thereto or occurring prior to such assignment and has not given or simultaneously with received notice of any breach or default thereunder. (c) Schedule 3.13(c) sets forth a list of all leases or licenses of real property or other occupancy agreements under which the contribution Partnership is the lessor, licensor or grantor ("Rental Space Agreements") (copies of which have previously been furnished to Panthers), in each case setting forth (A) the lessee thereof and the date of each of the Office Building Assets Rental Space Agreements, and (B) a brief description of each property covered thereby. Except as set forth in Schedule 3.13(c), the Rental Space Agreements are in full force and effect and have not been amended, and the Partnership is not in default under any such Rental Space Agreement to which it is an original party or of which it is an assignee since the Office Building date of such assignment, has no Knowledge of any breach or default by the other party thereto or occurring prior to such assignment and has not given or received notice of any breach or default thereunder. Except as set forth in Schedule 3.13(c), there are no parties in possession or which have rights to possession of the Owned Properties, other than the Partnership, its Resort managers and other contractors, guests, customers and other invitees in the ordinary course of business. (id) Renovation. The Partnership, the Borrower shall have provided Exchange Partners and the Managing Agents with Partners believe in good faith that all documentation approvals of Government Authorities (including licenses, approvals, authorizations and permits) required by Section 5.13 hereof and to allow the Partnership to commence the Renovation will be granted. (iie) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant Schedule 3.13(e) lists all agreements to which the Office Building Partnership grants is a negative pledge on the Office Building Assets party or which have been assigned to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory Partnership pertaining to the Managing Agents and (c) the Borrower shall promptly cause the contribution operation or use of the Office Building Assets Adobe or Links golf courses (collectively the "Golf Course") or granting any option or right of refusal to acquire any portion of such Golf Course (the "Golf Course Agreements"). The Partnership has provided true and complete copies of the Golf Course Agreements to Panthers. The Third Amendment to the Office Building Replacement Golf and Maintenance Privilege Agreement has been duly executed and delivered. Except as set forth in the Golf Course Agreements or in Schedule 3.13(e), such Golf Course Agreements are legal, valid and binding, in full force and effect, have not been amended or terminated and are enforceable in accordance with their terms (except as set forth on Schedule 3.3 or such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity), and neither Rostland's Continuing First Right of Refusal nor Rostland's Option to Purchase (as these terms are defined in Sections 5.1 and 5.3, respectively, of the Replacement Golf and Maintenance Privilege Agreement dated January 1, 1980) has been waived. The Partnership is not in breach or default of any of its obligations under any of such Golf Course Agreements since the assignment thereof to the Partnership and has no Knowledge of any uncured breach or default thereunder which occurred prior to the assignment thereof to the Partnership. (f) Notwithstanding anything contained in Section 3.13, if the title insurance policy issued pursuant to the Title Insurance Commitment would cover any part of the loss or liability resulting from any breach of a representation or warranty in Section 3.13, or in Section 3.22 to the extent based thereon, then regardless of whether the amount of such title insurance coverage is sufficient to cover the full loss, the Partnership, Exchange Partners and Partners shall not be in breach or default under this Agreement or have any liability, whether to Panthers, Panthers SPE, the title insurer or otherwise, in the event that such representation or warranty is inaccurate or incomplete in the respect covered by such title insurance policy.

Real Estate. Except (a) The Company and each of its subsidiaries does not own any real property or any interest therein except as set forth on SCHEDULE 4.15(a) (the "Owned Properties"), which Schedule 12 attached hereto, neither sets forth the Borrower nor any location of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transactionOwned Properties. Notwithstanding the foregoingWith respect to each such parcel of Owned Property, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership except as set forth on SCHEDULE 4.15(a): (i) the Borrower grants a negative pledge on the Office Building Assets Red Cannxx xxx good and marketable title to the Administrative Agent parcel of Owned Property, free and delivers clear of any Lien other than (y) Liens for real estate taxes not yet due and payable, or (z) recorded easements, covenants, encumbrances and other restrictions which do not materially impair the current use or occupancy of the property subject thereto, and any matters that would be disclosed by an accurate and current survey of each of the other parcels of the Owned Properties which would not materially impair the current use or occupancy of the property so surveyed; (ii) there are no pending or threatened condemnation proceedings, suits or administrative actions relating to the Administrative Agent Owned Properties materially affecting adversely the current use, occupancy or value thereof; (iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately, and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) for which any permits or licenses necessary to the use thereof have not been obtained; (iv) there are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein; and (v) there are no parties (other than Red Cannxx xxx its subsidiaries) in possession of the parcels of Owned Property except pursuant to written leases entered into by Red Cannxx xx a subsidiary thereof with respect thereto in the capacity as landlord. (b) SCHEDULE 4.15(b) sets forth a list of all material leases, licenses or similar agreements to which Red Cannxx xx its subsidiaries is a party, which are for the use or occupancy of real estate owned by a third party and which are material to the operations or the business of Red Cannxx xxx its subsidiaries taken as a whole ("Leases")(copies of which have previously been furnished to Red Cannxx), xn each case, setting forth (A) the lessor and lessee thereof, and (B) the street address of each property covered thereby (the "Leased Premises"). The Leases are in full force and effect and have not been amended, and neither Red Cannxx xx its subsidiaries nor, to the knowledge of Red Cannxx, xxy other documentationparty thereto is in material default or material breach under any such Lease. No event has occurred which, includingwith the passage of time or the giving of notice or both, without limitationwould cause a breach of or default under any of such Leases, opinions of counsel, an appraisal and a Phase I environmental audit except for breaches or defaults which in the reasonable opinion of the Managing Agents is appropriate with respect aggregate could not reasonably be expected to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building PartnershipRed Cannxx Xxxerial Adverse Effect.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) Seller shall have obtained and delivered to Buyer a written consent for the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion assignment of the Managing Agents Ground Leases from the landlord or other party whose consent thereto is appropriate required under such Ground Leases (the "Ground Lease Consent"), in form and substance reasonably satisfactory to Buyer and Buyer's lender, if such Ground Leases shall remain in effect after the Closing. (ii) Except as otherwise provided in Section 12 hereof, Seller shall have obtained and delivered to Buyer an estoppel certificate with respect to such granteach of the Ground Leases, including any documentation requested by the Banks dated no more than thirty (collectively, the "Office Building Documents") and (ii) not less than five (530) days prior to the Office Building Acquisition Closing Date, from the Borrower shall have provided other party to such Ground Lease, in a form reasonably acceptable to Buyer, and which, in the Managing Agents with copies case of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related Ground Lease with respect to the transfer of the Office Building Assets to the BorrowerHUD Facility, includingshall include, without limitation, lien search results from appropriate jurisdictions affirmation of tenant's purchase option contained therein. (iii) Seller shall have obtained and delivered to Buyer an estoppel certificate with respect to the Office Building AssetsALSA Agreement, all dated no more than thirty (30) days prior to the Closing Date, from the other party to such ALSA Agreement, in a form reasonably acceptable to Buyer. (iv) Seller shall have delivered to Buyer such non-foreign affidavits dated as of which shall be certified by an Authorized Signatory to be true, complete the Closing Date and correct, and all of which shall be in form and substance satisfactory required under the Treasury Regulations issued pursuant to Section 1445 of the Internal Revenue Code so that Buyer is exempt from withholding any portion of the Purchase Price thereunder. (v) To the extent that Buyer has identified any lien that (A) Seller has, at any time from the end of the Diligence Period to the Managing Agents; Closing Date, caused or permitted to be imposed on the Senior Living Assets and (bB) if in existence prior to or simultaneously with the contribution end of the Office Building Assets Diligence Period, and if discovered by Buyer prior to the Office Building Partnershipend of the Diligence Period, would have constituted a "Diligence Period Lien," Seller shall, on or prior to the Closing Date, pay or discharge in full such lien (i) or agree to reduce the Borrower Purchase Price by any unpaid amount), except for any such lien that Seller is contesting in good faith, as to which Seller shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipbond or other commercially reasonable security.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) Within 45 days following the Closing Date, the Company will obtain, at all times prior its sole cost and expense, a loan policy of title insurance, ALTA 1970 Form B (amended 10/17/70 and 10/17/84), if available, and, if not available, in an alternative ALTA form which is acceptable to contribution Collateral Agent, in its sole discretion, issued by the Title Company for each of the Office Building Assets properties subject to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks Realty Mortgages (collectively, the "Office Building DocumentsLoan Policies" and individually, a ") and (ii) Loan Policy"), with a face value of not less than five (5) days prior $75,000,000 insuring each mortgage or deed of trust, as appropriate, to be a valid Lien on such Real Estate free and clear of all defects and encumbrances except for any mortgage or deed of trust pursuant to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents Syndicated Facility Documents with copies of the Office Building Acquisition Agreement, the Office Building Documents such endorsements and all other documents related affirmative insurance (to the transfer of extent available) as the Office Building Assets Collateral Agent, in its reasonable discretion, may require. (b) The Company agrees, to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect extent that the Company has or intends to furnish a Lien to the Office Building AssetsAgent and the Banks under the Syndicated Facility Documents on any Real Estate for which it may hold a leasehold interest ("Leasehold Interest"): (a) to grant the Collateral Agent a mortgage, all deed of which shall be certified by an Authorized Signatory trust, or other security instrument, as appropriate ("Leasehold Security Instrument"), sufficient to be true, complete and correct, and all of which shall be constitute a Lien against such Leasehold Interest in form and substance reasonably satisfactory to the Managing Agents; it, (b) prior to provide the Collateral Agent with fully paid Chicago Title Insurance Company Lender's leasehold title insurance policies, insuring each Leasehold Security Instrument to be a valid Lien on such Real Estate free and clear of all defects and encumbrances except for any mortgage or simultaneously with the contribution deed of the Office Building Assets trust pursuant to the Office Building Partnership, Syndicated Facility Documents with such endorsements and affirmative insurance (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to extent available) as the Managing Agents Collateral Agent, in its reasonable discretion, may require, and (c) that Collateral Agent shall make appropriate fixture filings against any Real Estate for which the Borrower shall promptly cause Agent and the contribution of Banks under the Office Building Assets Syndicated Facility Documents has or intends to the Office Building Partnershiphave a fixture filing with respect to any Leasehold Interest.

Real Estate. (a) Schedule 2.11 hereto contains (i) a complete and accurate list of all real property (together with all buildings and structures thereon), owned or leased, subleased, licensed or otherwise occupied by Seller in the conduct of the Business (the “Facilities”) and (ii) identifies with specificity all leases, subleases, licenses and other material occupancy arrangements (“Leases”) relating to the Facilities. All such real property owned by Seller shall hereinafter be referred to as the “Owned Facilities” and all such real property leased, subleased, licensed or otherwise occupied by Seller (other than the Owned Facilities) shall hereinafter be referred to as the “Leased Facilities.” (b) With respect to each Owned Facility: (i) Seller has good, valid, marketable and indefeasible fee simple title to each such Owned Facility, except where the failure to have such title could not reasonably be expected to, individually or in the aggregate, materially detract from the value of the affected Owned Facility, materially impair the intended use of the affected Owned Facility, or materially impair the operations of Seller or the operations of the Business as currently conducted at such Owned Facility; (ii) Subject to Section 6.5, Seller has the requisite power and authority to grant Purchaser a leasehold or other similar interest in each Owned Facility, other than the Owned Facilities being transferred to Purchaser pursuant to Section 1.1(b)(iii); (iii) Other than Permitted Liens, no Owned Facility is subject to any Liens; and (iv) Except to the extent that such condition would not reasonably be expected to have a Material Adverse Effect or not have a material adverse effect on the affected Facility or materially impair the conduct of the Business as currently conducted, (A) no improvements erected on any Owned Facility encroaches on any adjoining property or street; (B) Seller is in actual, exclusive possession or control of each Owned Facility; and (C) each owned Facility and the use thereof by Seller in connection with the Business as currently used complies with all material covenants, easements and restrictions of record affecting such Owned Facility. (c) Except to the extent that such condition would not reasonably be expected to have a Material Adverse Effect or not have a material adverse effect on the affected Lease or Leased Facility or materially impair the conduct of the Business as currently conducted, with respect to each Lease or Leased Facility: (i) Except as set forth on Schedule 12 attached hereto2.11, neither (A) the Borrower nor basic rent, all additional rent and all other charges and amounts payable under any Lease by the lessee thereunder have been paid to date and (B) all work required to be performed under the Leases by Seller has been performed, and, to the extent that Seller is responsible for payment of such work, has been fully paid for, whether directly to the contractor performing such work or to such lessee as reimbursement therefor; (ii) No rent or other payment called for under any Lease has been paid more than 30 days in advance of the due date, Seller is not in breach of or default under any Lease and no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under such Lease which has not be been redeposited in full; and (iii) Except as set forth on Schedule 2.11, there are no brokerage commissions or finder’s fees due (or with the passage of time will become due) from Seller which are unpaid with regard to any of the Restricted Subsidiaries shall purchase any real estate Leases or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant Leased Facilities. (d) With respect to the Office Building Acquisition Agreement provided that (a) at all times prior Facilities, except in each case as is not material to contribution the conduct of the Office Building Assets to the Office Building Partnership Business as currently conducted: (i) The water, gas, electricity, telecommunications and other utilities serving the Borrower grants a negative pledge on Facilities are currently adequate in all material respects to service the Office Building Assets normal operations conducted thereon consistent with past practice; (ii) Each Facility has physical and, to the Administrative Agent Seller’s Knowledge, legal vehicular and delivers pedestrian access to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion from public roadways; (iii) Seller has not received any written notice for assessments for public improvements against any of the Managing Agents is appropriate Facilities that remain unpaid and no such assessment has been proposed in writing. Seller has not received any written notice or order by any Authority, any insurance company which has issued a policy with respect to any of such grantFacilities or the Korea Fire Protection Association or other body exercising similar functions which (A) relates to any material violations of or material non-conformity with any applicable Law concerning zoning, including any documentation requested by the Banks (collectivelybuilding, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions safety or subdivision with respect to any of the Office Building AssetsFacilities, all (B) claims any material defect or deficiency with respect to any of which shall be certified by an Authorized Signatory to be truethe Facilities or (C) requests the performance of any material repairs, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior alterations or other work to or simultaneously with the contribution in any of the Office Building Assets to Facilities or in the Office Building Partnershipstreets bounding the same; (iv) There is no pending condemnation, (i) the Borrower shall have provided the Managing Agents with expropriation, eminent domain or similar proceeding affecting all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all or any portion of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution any of the Office Building Assets Facilities and, to Seller’s Knowledge, no such proceeding is threatened; and (v) The water, oil, gas, electrical, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Office Building PartnershipFacilities which have been installed are operational and sufficient for the operation of the Business as currently conducted.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution OWNED PROPERTIES. Section 4.28 of the Office Building Assets to the Office Building Partnership Disclosure Letter sets forth a true, correct and complete list of all real property (iincluding improvements thereon) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested owned by the Banks Company (collectively, the "Office Building DocumentsOwned Real Property"). With respect to each such parcel of Owned Real Property: (i) such parcel is free and clear of all encumbrances other than such encumbrances which do not materially interfere with the present use thereof; (ii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding actions, rights of first refusal or options to purchase such parcel. (b) LEASED PROPERTIES. Section 4.28(b) of the Disclosure Letter sets forth a true, correct and complete list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company or any of its Subsidiaries is a tenant, subtenant, landlord or sublandlord (ii) not less than five (5) days prior to the Office Building Acquisition Datecollectively, the Borrower shall have provided "Leased Real Property") and for each Lease indicates whether or not the Managing Agents with copies consent of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions landlord thereunder will be required in connection with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and Merger, (ii) the Borrower shall have provided assignment of the Managing Agents with replacement Office Building Documents pursuant to which Leases as collateral in respect of the Office Building Partnership grants a negative pledge Financing (assuming it occurs on the Office Building Assets terms set forth in the Financing Letters) or (iii) the other transactions contemplated by this Agreement. The Company (either directly or through a Subsidiary) holds a valid and existing leasehold or subleasehold interest or landlord or sublandlord interest as applicable, under each of the Leases described in Section 4.28(b) of the Disclosure Letter. The Company has delivered or made available to MergerSub true, correct, and complete copies of each of the Leases. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on the same terms and conditions following the Effective Time; (iii) neither the Company (or its applicable Subsidiary), nor to the Administrative Agent knowledge of the Company, any other party to the Lease, is in breach or default under the Lease, and no event has occurred which, with notice or lapse of time, would constitute a breach or default by the Company (or such Subsidiary) or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company (or its applicable Subsidiary) has performed and will continue to perform all of which replacement Office Building Documents shall be form its obligations under the Lease, (v) the Company has not, and substance saisfactory to the Managing Agents knowledge of the Company, no third party has repudiated any provision of the Lease; (vi) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease other than (x) those arising in the ordinary course of business and (cy) those which, individually or in the Borrower shall promptly cause aggregate, do not constitute a Material Adverse Effect on the contribution of the Office Building Assets to the Office Building Partnership.Company and its Subsidiaries, taken as a whole; 41

Real Estate. Except (a) The Company and each of its subsidiaries does not own any real property or any interest therein except as set forth on SCHEDULE 3.15(A) (the "Owned Properties"), which Schedule 12 attached hereto, neither sets forth the Borrower nor any location of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transactionOwned Properties. Notwithstanding the foregoingWith respect to each such parcel of Owned Property, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership except as set forth on SCHEDULE 3.15(A): (i) the Borrower grants a negative pledge on the Office Building Assets Company has good and marketable title to the Administrative Agent parcel of Owned Property, free and delivers clear of any Lien other than (y) Liens for real estate taxes not yet due and payable, or (z) recorded easements, covenants, encumbrances and other restrictions which do not materially impair the current use or occupancy of the property subject thereto, and any matters that would be disclosed by an accurate and current survey of each of the other parcels of the Owned Properties which would not materially impair the current use or occupancy of the property so surveyed; (ii) there are no pending or threatened condemnation proceedings, suits or administrative actions relating to the Administrative Agent Owned Properties materially affecting adversely the current use, occupancy or value thereof; (iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately, and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) for which any permits or licenses necessary to the use thereof have not been obtained; (iv) there are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein; and (v) there are no parties (other than the Company and its subsidiaries) in possession of the parcels of Owned Property except pursuant to written leases entered into by the Company or a subsidiary thereof with respect thereto in the capacity as landlord. (b) SCHEDULE 3.15(B) sets forth a list of all material leases, licenses or similar agreements to which the Company or its subsidiaries is a party, which are for the use or occupancy of real estate owned by a third party and which are material to the operations or the business of the Company and its subsidiaries taken as a whole ("Leases")(copies of which have previously been furnished to Red Cannxx), xn each case, setting forth (A) the lessor and lessee thereof, and (B) the street address of each property covered thereby (the "Leased Premises"). The Leases are in full force and effect and have not been amended, and neither the Company or its subsidiaries nor, to the knowledge of the Company, any other documentationparty thereto is in material default or material breach under any such Lease. No event has occurred which, includingwith the passage of time or the giving of notice or both, without limitationwould cause a breach of or default under any of such Leases, opinions of counsel, an appraisal and a Phase I environmental audit except for breaches or defaults which in the reasonable opinion of the Managing Agents is appropriate with respect aggregate could not reasonably be expected to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building PartnershipCompany Material Adverse Effect.

Real Estate. Except (a) Each of the WM Asset Sellers and WM Companies, as applicable, has good, marketable and valid title to, or a valid leasehold interest in (subject to no Encumbrances other than Permitted Encumbrances) (i) the real property (together with all improvements located thereon and all of the rights and appurtenances to the real property including all right, title and interest in all air and water rights and easements and rights of way, in each case pertaining to the real property, and all strips and gores adjoining the real property) in which such WM Asset Seller or WM Company has a fee simple interest (which is set forth on Schedule 12 attached hereto2.19(a)) (the “WM Owned Real Property”), neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5x) days prior the real property (together with all improvements located thereon) to which such WM Asset Seller or WM Company has a legal right pursuant to an agreement or conveyance, including easements, rights-of-way or other real property interests and which are material to the Office Building Acquisition Dateconduct of the WM Assets or the WM Business (in respect of the WM Assets and the WM Companies) and (y) ground leases, leases and subleases of real property (together with all improvements located thereon) pursuant to written agreements entered into by a WM Asset Seller or WM Company (each, a “WM Existing Lease”) (clauses (x) and (y), collectively, the Borrower shall “WM Leased Real Property” and together with the WM Owned Real Property, the “WM Real Property”). Such WM Existing Leases have provided not been assigned nor have the Managing Agents with copies premises demised thereunder been subleased or licensed, in whole or in part, by any WM Asset Seller or WM Company. A complete and accurate, in all material respects, list of the Office Building Acquisition Agreement, the Office Building Documents WM Owned Real Property and all other documents related to material WM Leased Real Property (and the transfer owner or lessee, as applicable, thereof and the tax parcel identification numbers of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; each parcel thereof) is set forth on Schedule 2.19(a). (b) prior True, correct and complete copies of all material WM Existing Leases in effect as of the Execution Date relating to the WM Leased Real Property (including all WM Existing Leases in respect of the WM Leased Real Property set forth on Schedule 2.19(a)) have been made available to the Buyer. All such WM Existing Leases are valid, binding and in full force and effect and are enforceable against the WM Asset Seller or WM Company party thereto and, to the Knowledge of the XX Xxxxxxx, the other parties thereto in accordance with their terms, in each case, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or simultaneously with the contribution affecting creditors’ rights and subject, as to enforceability, to general equity principles. None of the Office Building Assets XX Xxxxxxx or any of the WM Companies has received written notice of any, and, to the Office Building PartnershipKnowledge of the XX Xxxxxxx there is no material default under any material WM Existing Leases. (c) Except as would not reasonably be expected to be material to the WM Business (in respect of the WM Assets and the WM Companies), the WM Assets and the WM Companies, taken as a whole, (i) the Borrower shall WM Companies have provided the Managing Agents with all documentation required by Section 5.13 hereof received no notice in writing of any pending or threatened condemnation, rezoning or taking actions pending respecting any WM Real Property and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent Knowledge of the XX Xxxxxxx, all roads necessary for the conduct of the WM Business or the operation of the WM Assets have either been completed or the applicable WM Seller or WM Company possesses all necessary rights-of-way therefor. The WM Real Property constitutes all of which replacement Office Building Documents shall be form and substance saisfactory the real property currently used or held by any WM Seller, WM Parent or any of their respective Affiliates, or required, to conduct the Managing Agents and (c) the Borrower shall promptly cause the contribution WM Business as it is presently conducted. Except for any Permitted Encumbrance, none of the Office Building Assets XX Xxxxxxx or WM Companies has granted any person (other than a WM Company) any right to the Office Building Partnershipoccupy any WM Real Property.

Real Estate. Except The leases with Xxxxx Equity, Inc. ("Landlord") for ----------- office suites 202 and 219 at 0000 Xxxx Xxxxxxxxxx Xxxx, xx Xxxxxxxxxx, XX, as set forth on referenced in Schedule 12 attached 3.16 hereto, neither are the Borrower nor any only leases, licenses or other agreements relating to the use and occupancy of real property (the "Leases") to which the Company is a party, or to which the Purchaser shall otherwise be subject as purchaser of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transactionBusiness. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution All of the Office Building Assets to the Office Building Partnership lease agreements, addenda, amendments (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal letter agreements) and other agreements comprising a Phase I environmental audit which in the reasonable opinion part of the Managing Agents Leases are identified in Schedule 3.16, and Seller has heretofore delivered to Purchaser true, correct and complete copies of each of the Leases. Other than as set forth in Schedule 3.16, neither of the Leases has been amended as of this date. The Company is appropriate with respect to in full possession of the entire premises demised under the Leases, and no portion of such grantpremises have been subleased, including any documentation requested licensed or underlet by the Banks Company in any manner. The actual security deposit heretofore paid and the actual rents (collectivelybasic and additional) currently paid by Purchaser under each of the Leases is as reflected on Schedule 3.16, and as of this date, rent has been paid through December 31, 1999, with he parties agreeing to apportion the Company's rental obligations at Closing as of 5:00 p.m. that day. To Seller's Knowledge, neither the Landlord, nor its agent, have declared the Company to be in default of its obligations under either of the Leases, and no other default exists thereunder by either party hereto, nor does there exist any fact or circumstance which, with the passage of time or the delivery of notice, or both, might ripen into a default or an event of default under either of the Leases. Without limitation of the foregoing, the "Office Building Documents") and (ii) Company is neither owed by the Landlord nor owes the Landlord any sum of money, construction obligation or services not less than five (5) days prior heretofore paid or performed. The Company has not been notified of any election by its Landlord purporting to elect to relocate the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all Company to other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correctpremises, and all of which shall be in form and substance satisfactory the Company has not heretofore exercised any option to expand its premises or to accept additional premises made available by the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building PartnershipLandlord.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory satisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnership.

Real Estate. Except as set forth (i) On or prior to the date that is 60 days after the Closing Date, Company shall have delivered to Agent: (A) Fully executed and notarized Mortgages in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the Property listed on Schedule 12 attached hereto-------- 6.11 (a) (i); ---------- (B) An opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in each state in which any such 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 Agent may reasonably request, neither in each case in form and substance reasonably satisfactory to Agent; (1) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by a title company satisfactory to Agent with respect to the Borrower nor Property listed on Schedule 6.11(a)(i), in amounts not less than the respective ------------------- amounts designated therein with respect to any particular Property, insuring fee simple title to each such Property vested in Company and assuring Agent that the applicable Mortgage creates valid and enforceable mortgage Liens on the respective Property encumbered thereby subject only to a standard survey exception, which policies (y) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Agent and (z) shall provide for affirmative insurance and such reinsurance as Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Agent; and (2) evidence satisfactory to Agent that Company has delivered to the title company all certificates and affidavits required by the title company in connection with the issuance of the policies and paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company in connection with the issuance of the policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the appropriate real estate records; (D) With respect to each Property listed on Schedule -------- 6.11 (a) (i), a title report issued by the title company with ---------- respect thereto, dated not more than 30 days prior to the Closing Date and satisfactory in form and substance to Agent; (E) Copies of all recorded documents listed as exceptions to title or otherwise referred to in the policies or in the title reports delivered pursuant to subsection (D); and (1) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether any Property is a Flood Hazard Property and the community in which any such Flood Hazard Property is located is participating in the National Flood Insurance Program; (2) if there are any such Flood Hazard Properties, Company's written acknowledgement of receipt of written notification from Agent (y) as to the existence of each such Flood Hazard Property and (z) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; and (3) in the event that any such Flood Hazard Property is located in a community that participates in the National Flood Insurance Program, evidence that Company has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System. (ii) In the event that the pending sale of any of the Restricted Subsidiaries shall purchase Properties listed on Schedule 6.11(a)(ii) is not -------------------- consummated on or prior to the date that is 90 days after the Closing Date, Company will notify Agent of that fact and promptly execute and deliver to Agent a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions encumbering the interest of Company in such Property and the opinions, appraisals, documents, title insurance and environmental reports described in Section 6.11(a)(i) or that may be reasonably required by Agent. (iii) In the event that a contract of sale is not entered into by Company within 120 days after the Closing Date with respect to any real estate of the Properties listed on Schedule 6.11(a)(iii), Company will notify Agent of that fact and promptly execute and deliver to Agent a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions encumbering the interest of Company in such Property and the opinions, appraisals, documents, title insurance and environmental reports described in Section 6.11(a)(i) or enter that may be reasonably required by Agent; provided, however, that in the event a contract of -------- ------- sale is entered into with respect to any sale/leaseback transactionsuch Property during such period and a sale is not consummated on or prior to the date that is 60 days after the execution of any such contract, Company will notify Agent of that fact and promptly take the actions described above with respect to such Property. Notwithstanding the foregoing, in the Borrower may purchase the Office Building Assets pursuant event that any Property listed on Schedule 6.11(a)(ii) or Schedule 6.11(a)(iii) becomes a Principal Property -------------------- --------------------- prior to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants date on which a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate Mortgage with respect to such grantProperty is required to be delivered, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower Company shall have provided no obligation to make the Managing Agents with copies of deliveries or take the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions actions set forth above with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipsuch Property.

Real Estate. Except (a) With respect to any real property (x) owned by the Issuer or a Guarantor on the date of this Indenture and with respect to which a mortgage has been granted for the benefit of the Senior Secured Credit Facility Secured Parties, within 180 days after the date of this Indenture or as soon as practical thereafter using commercially reasonable efforts, or (y) acquired after the date of this Indenture and having a fair market value exceeding $50.0 million that forms a part of the Collateral within 60 days after the date such real property is acquired (or, with respect to this clause (y), such later date as may be agreed to by the Bank Collateral Agent under the Credit Agreement, as set forth on Schedule 12 attached heretoin an Officer’s Certificate delivered by the Issuer to the Trustee and the Notes Collateral Agent), neither the Borrower nor Issuer or Guarantor, as applicable, shall deliver to the Notes Collateral Agent the following: (1) a fully executed counterpart of a Mortgage covering the applicable real property, in accordance with the requirements of this Indenture, duly executed by the applicable Issuer or such Guarantor, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof, together with any necessary evidence satisfactory to the Bank Collateral Agent of the Restricted Subsidiaries shall purchase any real estate completion (or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant arrangements satisfactory to the Office Building Acquisition Agreement provided that Bank Collateral Agent for the completion) (a) at all times prior such agreement by the Bank Collateral Agent to contribution of be set forth in an Officer’s Certificate delivered by the Office Building Assets Issuer to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Notes Collateral Agent and delivers the Trustee) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to the Administrative Agent all create a valid, perfected first priority lien, subject to no Liens other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and than Permitted Liens; (ii) not less than five (5) days prior a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Notes Collateral Agent and its successors and/or assigns, in the form and amount consistent with the title insurance policies issued to the Office Building Acquisition DateBank Collateral Agent under the Credit Agreement paid for by the Issuer, issued by a nationally recognized title insurance company insuring the Borrower shall have provided Lien of such Mortgage as a valid first priority Lien (subject to Permitted Liens) on the Managing Agents applicable real property described therein, together with copies such endorsements, coinsurance and reinsurance as required by the Bank Collateral Agent under the Credit Agreement; (2) such surveys (or any updates or affidavits that the title insurance company may reasonably require in connection with the issuance of the Office Building Acquisition Agreement, title insurance policies and sufficient for the Office Building Documents title insurance company to remove the standard survey exception and all other documents issue the survey-related endorsements, (3) local counsel opinions consistent with the opinions delivered to the transfer Bank Collateral Agent under the Credit Agreement; and (4) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by the Issuer of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Office Building Assets to Mortgages and the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution issuance of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershiptitle insurance policies.

Real Estate. Except as set forth (i) On or prior to the date that is 60 days after the Closing Date, Company shall have delivered to Agent: (A) Fully executed and notarized Mortgages in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the Property listed on Schedule 12 attached hereto-------- 6.11 (a) (i); ---------- (B) An opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in each state in which any such 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 Agent may reasonably request, neither in each case in form and substance reasonably satisfactory to Agent; (1) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by a title company satisfactory to Agent with respect to the Borrower nor Property listed on Schedule 6.11(a)(i), in amounts not less than the respective amounts ------------------- designated therein with respect to any particular Property, insuring fee simple title to each such Property vested in Company and assuring Agent that the applicable Mortgage creates valid and enforceable mortgage Liens on the respective Property encumbered thereby subject only to a standard survey exception, which policies (y) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Agent and (z) shall provide for affirmative insurance and such reinsurance as Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Agent; and (2) evidence satisfactory to Agent that Company has delivered to the title company all certificates and affidavits required by the title company in connection with the issuance of the policies and paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company in connection with the issuance of the policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the appropriate real estate records; (D) With respect to each Property listed on Schedule -------- 6.11 (a) (i), a title report issued by the title company with respect ---------- thereto, dated not more than 30 days prior to the Closing Date and satisfactory in form and substance to Agent; (E) Copies of all recorded documents listed as exceptions to title or otherwise referred to in the policies or in the title reports delivered pursuant to subsection (D); and (1) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether any Property is a Flood Hazard Property and the community in which any such Flood Hazard Property is located is participating in the National Flood Insurance Program; (2) if there are any such Flood Hazard Properties, Company's written acknowledgement of receipt of written notification from Agent (y) as to the existence of each such Flood Hazard Property and (z) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; and (3) in the event that any such Flood Hazard Property is located in a community that participates in the National Flood Insurance Program, evidence that Company has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System. (ii) In the event that the pending sale of any of the Restricted Subsidiaries shall purchase Properties listed on Schedule 6.11(a)(ii) is not consummated on or prior to -------------------- the date that is 90 days after the Closing Date, Company will notify Agent of that fact and promptly execute and deliver to Agent a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions encumbering the interest of Company in such Property and the opinions, appraisals, documents, title insurance and environmental reports described in Section 6.11(a)(i) or that may be reasonably required by Agent. (iii) In the event that a contract of sale is not entered into by Company within 120 days after the Closing Date with respect to any real estate of the Properties listed on Schedule 6.11(a)(iii), Company will notify --------------------- Agent of that fact and promptly execute and deliver to Agent a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions encumbering the interest of Company in such Property and the opinions, appraisals, documents, title insurance and environmental reports described in Section 6.11(a)(i) or enter that may be reasonably required by Agent; provided, however, that in the event a -------- ------- contract of sale is entered into with respect to any sale/leaseback transactionsuch Property during such period and a sale is not consummated on or prior to the date that is 60 days after the execution of any such contract, Company will notify Agent of that fact and promptly take the actions described above with respect to such Property. Notwithstanding the foregoing, in the Borrower may purchase the Office Building Assets pursuant event that any Property listed on Schedule 6.11(a)(ii) or Schedule 6.11(a)(iii) becomes a Principal -------------------- --------------------- Property prior to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants date on which a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate Mortgage with respect to such grantProperty is required to be delivered, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower Company shall have provided no obligation to make the Managing Agents with copies of deliveries or take the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions actions set forth above with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipsuch Property.