Common use of Real Property and Leaseholds Clause in Contracts

Real Property and Leaseholds. Except as set forth in Schedule 4.5: (a) Seller owns, free and clear of all Liens, the Owned Real Property. Seller owns the Cedarburg Facility free and clear of all Liens other than Liens arising under or associated with the Amended and Restated Restructuring Agreement, dated as of August 23, 2003, among Seller, KeyBank National Association and certain other lenders party thereto and certain security and mortgage agreements related to such Amended and Restated Restructuring Agreement. (b) The Owned Real Property constitutes all of the real property currently owned by Seller and used for the operation of the Business as presently conducted, other than the Cedarburg Facility and Seller's facility in Dayton, Ohio. The real property leased by Seller under the Real Property Leases constitutes all of the real property leased, subleased to, or otherwise occupied (and not owned) by Seller and used for the operation of the Business as presently conducted, other than the leased real property set forth on Schedule 1.2(k); (c) To Seller's Knowledge, each parcel of Owned Real Property, each parcel of real estate leased by Seller under the Real Property Leases and the Cedarburg Facility (collectively, the "Real Property") have adequate access to the existing roads and other public rights of way for the operation of the Business as presently conducted; (d) To Seller's Knowledge, the present use, occupancy and operation of the Real Property, and all aspects of the improvements to the Real Property (the "Real Property Improvements"), are in compliance in all material respects with all applicable Laws. To Seller's Knowledge, all Real Property Improvements are located within the lot lines (and within the mandatory set-backs from such lot lines established by applicable Law or otherwise) and not over areas subject to easements or rights of way; (e) To Seller's Knowledge, all material certificates of occupancy and other permits and approvals required with respect to the Real Property Improvements and the use, occupancy and operation thereof have been obtained and paid for and are currently in effect, and Seller has not received any notices of violations in connection with such items; (f) To Seller's Knowledge, no portion of the Real Property is subject to any classification, designation or determination of any Government or pursuant to any Law that would reasonably be expected to materially restrict the current use, occupancy or operation of the Real Property in connection with the Business as currently conducted; (g) Seller has made available to Purchaser correct and complete copies of each Real Property Lease. Each of the Real Property Leases is valid and in full force and effect, and Seller holds a valid and existing leasehold interest under each of the Real Property Leases, free and clear of all Liens. Seller is not in default under the terms of any Real Property Lease, and, to Seller's Knowledge, no events have occurred and no circumstances exist which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default.

Real Property and Leaseholds. Except as set Part 2.13 of the Schedule sets forth in Schedule 4.5: (a) Seller owns, free a complete list and clear the location of all Liensreal property that is owned or used by any Acquired Company or that is reflected as an asset of any Acquired Company on the Pro Forma Year End Balance Sheet (the "REAL ESTATE"). True and complete copies of (i) the deed conveying all Real Estate owned by any Acquired Company ("OWNED REAL PROPERTY"), and (ii) all documents evidencing all Encumbrances upon the Owned Real Property have heretofore been furnished to Buyer. To the Knowledge of Seller, there are no Proceedings or conditions affecting any Owned Real Property that could reasonably be expected to materially curtail or interfere with the use of such property in the manner presently used by the Acquired Companies. Neither Seller nor any Acquired Company Subsidiary is a party to any Lease, assignment or similar arrangement under which Seller or any Acquired Company is a lessor, assignor or otherwise makes available for use by any third party any portion of the Owned Real Property. . 2.13.1 Since January 23, 1998, neither Seller owns nor any Acquired Company has received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy to Seller or any Affiliate of Seller, including, but not limited to any Acquired Company, covering any part of the Cedarburg Facility free and clear Owned Real Property, requiring or recommending any repairs or work to be done on any part of the Owned Real Property, which repair or work has not been completed. 2.13.2 Part 2.13.2 of the Schedule contains a list of all Liens other than Liens arising under or associated with the Amended Realty Leases. A true and Restated Restructuring Agreement, dated as complete copy of August 23, 2003, among Seller, KeyBank National Association and certain other lenders party thereto and certain security and mortgage agreements related to such Amended and Restated Restructuring Agreement. (b) The Owned Real Property constitutes all of the real property currently owned by Seller and used for the operation of the Business as presently conducted, other than the Cedarburg Facility and Seller's facility in Dayton, Ohio. The real property leased by Seller under the Real Property Leases constitutes all of the real property leased, subleased each Realty Lease has heretofore been delivered to, or otherwise occupied (and not owned) by Seller and used made available for the operation of the Business as presently conductedinspection by, other than the leased real property set forth on Schedule 1.2(k); (c) Buyer. To Seller's Knowledge, each parcel of Owned Real PropertyRealty Lease is valid, each parcel of real estate leased by Seller under the Real Property Leases binding and the Cedarburg Facility (collectively, the "Real Property") have adequate access to the existing roads enforceable in accordance with its terms and other public rights of way for the operation of the Business as presently conducted; (d) To Seller's Knowledge, the present use, occupancy and operation of the Real Property, and all aspects of the improvements to the Real Property (the "Real Property Improvements"), are in compliance in all material respects with all applicable Laws. To Seller's Knowledge, all Real Property Improvements are located within the lot lines (and within the mandatory set-backs from such lot lines established by applicable Law or otherwise) and not over areas subject to easements or rights of way; (e) To Seller's Knowledge, all material certificates of occupancy and other permits and approvals required with respect to the Real Property Improvements and the use, occupancy and operation thereof have been obtained and paid for and are currently in effect, and Seller has not received any notices of violations in connection with such items; (f) To Seller's Knowledge, no portion of the Real Property is subject to any classification, designation or determination of any Government or pursuant to any Law that would reasonably be expected to materially restrict the current use, occupancy or operation of the Real Property in connection with the Business as currently conducted; (g) Seller has made available to Purchaser correct and complete copies of each Real Property Lease. Each of the Real Property Leases is valid and in full force and effect, and Seller holds a valid and existing . The leasehold interest under estate created by each of the Real Property Leases, Realty Lease is free and clear of all Encumbrances, except for Permitted Liens. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no existing defaults by Seller is not in default or any Acquired Company under any of the terms Realty Leases. To the Knowledge of any Real Property Lease, and, to Seller's Knowledge, no events have event has occurred and no circumstances exist which, if not remedied, and that (whether with or without notice or the passage notice, lapse of time or boththe happening or occurrence of any other event) would constitute a material default under any Realty Lease. Seller has not received notice, would result in and has no reason to believe, that any lessor under any Realty Lease will not consent (where such a defaultconsent is necessary) to the consummation of the Contemplated Transactions without requiring any modification of the rights or obligations of the lessee thereunder.

Real Property and Leaseholds. (i) Schedule 4.9 hereto contains a true, correct and complete list of all real estate properties owned, leased, subleased, licensed or otherwise occupied by Classic Trailer and separately indicates the nature of Classic Trailer's interest therein. Except as set forth in on Schedule 4.5:4.9 hereto, no other person has any oral or written right, agreement or option to acquire, lease, sublease or otherwise occupy all or any portion of such real property. Classic Trailer has received no written or oral notice of assessment for public improvements against any of the real properties that remains unpaid, and, to the best of Classic Trailer and Sellers' knowledge, no such assessment has been proposed. There is no pending condemnation, expropriation, imminent domain, or similar proceeding affecting all or any portion of any of the real properties and to the best knowledge of Classic Trailer and Sellers, no such proceeding is contemplated. (ii) Except as disclosed on Schedule 4.9 hereto, to the best of Sellers' and Classic Trailer's knowledge: (a) Seller ownsClassic Trailer has good, marketable and insurable legal and equitable fee simple title to the real property owned by Classic Trailer and (b) leasehold title to the property leased pursuant to the leases (the "Leased Real Property") in all cases free and clear of any and all Liensliens, exceptions, items, encumbrances, easements, restrictions and other matter, either of record or not of record, which could prohibit or adversely interfere with Buyer's use of such property, (c) no material default or breach exists under any of the Owned Real Propertycovenants, conditions, restrictions, rights of way or easements, if any, affecting all or any portion of the real property, (d) the current zoning or other administrative permission for the Classic Trailer facility permits the operator of such property to utilize the property for manufacture and sale of trailers. Seller owns Neither Sellers nor Classic Trailer has made any application for a rezoning of any of the Cedarburg Facility free and clear real properties, has any knowledge of all Liens other than Liens arising under any proposed or associated with pending change to any zoning affecting any of the Amended and Restated Restructuring Agreementreal properties, dated as or has any knowledge of August 23, 2003, among Seller, KeyBank National Association and certain other lenders party thereto and certain security and mortgage agreements related to such Amended and Restated Restructuring Agreementany expropriation or condemnation or similar proceeding pending or threatened against any of the real properties or any part of the real properties. (biii) The Owned Real Property constitutes To the best of Sellers' and Classic Trailer's knowledge, all of the real property currently owned utilities, including without limitation, potable water, sewer, gas, electric, telephone, and other public utilities and all storm water drainage required by Seller and used law or necessary for the operation of the Business as presently conductedreal properties, other than the Cedarburg Facility and Seller's facility in Dayton, Ohio. The real property leased by Seller under the Real Property Leases constitutes all of (a) either enter the real property leased, subleased tothrough open public streets adjoining the real properties, or otherwise occupied (and not owned) by Seller and used for the operation of the Business as presently conductedif they pass through adjoining private land, other than the leased real property set forth on Schedule 1.2(k); (c) To Seller's Knowledge, each parcel of Owned Real Property, each parcel of real estate leased by Seller under the Real Property Leases and the Cedarburg Facility (collectively, the "Real Property") have adequate access to the existing roads and other do so in accordance with valid public rights of way for the operation of the Business as presently conducted; (d) To Seller's Knowledge, the present use, occupancy and operation of the Real Property, and all aspects of the improvements to the Real Property (the "Real Property Improvements"), are in compliance in all material respects with all applicable Laws. To Seller's Knowledge, all Real Property Improvements are located within the lot lines (and within the mandatory set-backs from such lot lines established by applicable Law or otherwise) and not over areas subject to private easements or rights of way;, which will inure to the benefit of Buyer, (b) are installed, connected and operating in good condition, and in compliance with all applicable laws, including, without limitation, the permanent right to discharge sanitary waste into the collector system of the appropriate sewer authority, and (c) are adequate to service the real property for its intended use in the business as presently conducted thereon. (eiv) To SellerExcept as set forth on Schedule 4.9, to the best of Sellers and Classic Trailer's Knowledgeknowledge: there are no material defects in, mechanical failure of or damage to the improvements located on the real property, including the roof, structure, soil, walls, heating, air conditioning, ventilation, plumbing, electrical, drainage, fire alarm, communications, security and exhaust systems and their component parts, or other improvements on or forming a part of the real properties, all material certificates of occupancy and other permits and approvals required with respect to the Real Property Improvements and the use, occupancy and operation thereof which have been obtained constructed in good and paid for and are currently in effect, and Seller has not received any notices of violations in connection with such items; (f) To Seller's Knowledge, no portion of the Real Property is subject to any classification, designation or determination of any Government or pursuant to any Law that would reasonably be expected to materially restrict the current use, occupancy or operation of the Real Property in connection with the Business as currently conducted; (g) Seller has made available to Purchaser correct and complete copies of each Real Property Lease. Each of the Real Property Leases is valid and in full force and effect, and Seller holds a valid and existing leasehold interest under each of the Real Property Leases, free and clear of all Liens. Seller is not in default under the terms of any Real Property Lease, and, to Seller's Knowledge, no events have occurred and no circumstances exist which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a defaultworkmanlike manner.

Real Property and Leaseholds. 3.12.1 Schedule 3.12.1 identifies all parcels of real property owned in fee by the Company or its Subsidiaries as of the date hereof (collectively, the "COMPANY OWNED REAL ESTATE"). The Company or the applicable Subsidiary owns each of the real properties constituting Company Owned Real Estate with good, marketable and insurable fee title, free and clear of all Encumbrances, except for (i) Encumbrances disclosed in the Company Schedules, (ii) liens for taxes, assessments or governmental charges or levies that are not material in amount relative to the property affected, or that are not yet delinquent or are being contested in good faith by appropriate proceedings, during which collection or enforcement is stayed, so long as adequate security has been posted for the payment of such amounts, (iii) any Encumbrance or imperfection of title that does not materially impair the ownership, occupancy or use of the Company Owned Real Estate or Company Leased Real Estate for the purposes for which it is currently owned, occupied or used in connection with the Business, and, (iv) with respect to the Company Leased Real Estate, any Encumbrances placed upon such property by the owner thereof and the provisions of the leases thereof (the items in clauses (i), (ii), (iii) and (iv) above being referred to herein collectively as "REAL PROPERTY PERMITTED ENCUMBRANCES"); provided, however, that no Real Property Permitted Encumbrances may materially interfere with access to or use of such Company Owned Real Estate as the same is presently being used or occupied. Except for the Real Property Permitted Encumbrances and as otherwise set forth in Schedule 3.12.1, none of the Company Owned Real Estate is subject to any right or option of any other Person to purchase or lease or otherwise obtain title to, or an interest in, such Company Owned Real Estate, and no Person other than the Company or its Subsidiaries has any right to occupy or lease any of the Company Owned Real Estate. 3.12.2 Schedule 3.12.2 identifies all parcels of real property leased or subleased to the Company or any of its Subsidiaries as of the date hereof (collectively, the "COMPANY LEASED REAL ESTATE"), as well as each Lease as to which the annual rent exceeds $50,000. A true and complete copy of each Lease as to which the annual rent exceeds $50,000 per year has been provided or made available by the Company to Acquiror. Except as set forth in Schedule 4.5: (a) Seller owns3.12.2, the Company or the applicable Subsidiary owns each of the leaseholds constituting Company Leased Real Estate, free and clear of all Liens, the Owned Real Property. Seller owns the Cedarburg Facility free and clear of all Liens Encumbrances other than Liens arising under or associated with the Amended and Restated Restructuring Agreement, dated as of August 23, 2003, among Seller, KeyBank National Association and certain other lenders party thereto and certain security and mortgage agreements related to such Amended and Restated Restructuring Agreement. (b) The Owned Real Property constitutes all of the real property currently owned by Seller and used for the operation of the Business as presently conducted, other than the Cedarburg Facility and Seller's facility in Dayton, Ohio. The real property leased by Seller under the Real Property Leases constitutes all of the real property leased, subleased to, or otherwise occupied (and not owned) by Seller and used for the operation of the Business as presently conducted, other than the leased real property set forth on Schedule 1.2(k); (c) To Seller's Knowledge, each parcel of Owned Real Property, each parcel of real estate leased by Seller under the Real Property Leases and the Cedarburg Facility (collectively, the "Real Property") have adequate access to the existing roads and other public rights of way for the operation of the Business as presently conducted; (d) To Seller's Knowledge, the present use, occupancy and operation of the Real Property, and all aspects of the improvements to the Real Property (the "Real Property Improvements"), are in compliance in all material respects with all applicable Laws. To Seller's Knowledge, all Real Property Improvements are located within the lot lines (and within the mandatory set-backs from such lot lines established by applicable Law or otherwise) and not over areas subject to easements or rights of way; (e) To Seller's Knowledge, all material certificates of occupancy and other permits and approvals required with respect to the Real Property Improvements and the use, occupancy and operation thereof have been obtained and paid for and are currently in effect, and Seller has not received any notices of violations in connection with such items; (f) To Seller's Knowledge, no portion of the Real Property is subject to any classification, designation or determination of any Government or pursuant to any Law that would reasonably be expected to materially restrict the current use, occupancy or operation of the Real Property in connection with the Business as currently conducted; (g) Seller has made available to Purchaser correct and complete copies of each Real Property LeasePermitted Encumbrances. Each of the Real Property Leases Lease is valid and in full force and effect, and Seller holds constitutes a valid and existing leasehold interest under each binding obligation of the Real Property Leases, free and clear of all Liens. Seller is not in default under Company or the terms of any Real Property Lease, applicable Subsidiary and, to Seller's Knowledgethe knowledge of the Company, no events have occurred and no circumstances exist which, if not remediedthe respective parties thereto (other than the Company or any of its Subsidiaries), and whether with is legally enforceable against the Company or without notice or the passage of time or both, would result in such a default.the

Real Property and Leaseholds. Except (a) Section 5.16(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of (i) each parcel of real property owned by any Acquired Entity in fee simple (the “Owned Real Estate”) and (ii) each parcel of real property in which any Acquired Entity has a leasehold interest, as set forth tenant (the “Leased Real Estate”). The Owned Real Estate and the Leased Real Estate constitute all real properties used or occupied by the Acquired Entities in Schedule 4.5conducting their business. (b) With respect to the Owned Real Estate required to be listed in Section 5.16(a) of the Company Disclosure Schedule: (ai) Seller ownsthe identified owner has good, marketable, and indefeasible fee simple title to the Owned Real Estate, free and clear of any Encumbrance except for Permitted Encumbrances; (ii) Section 5.16(a) of the Company Disclosure Schedule contains accurate and complete copies of all Liens, title reports and title policies any Acquired Entity has obtained with respect to the Owned Real Property. Seller owns Estate; (iii) there are no pending or Threatened Actions (or any basis therefor) relating to the Cedarburg Facility free property or other matters affecting adversely the current use, occupancy, or value thereof; (iv) the legal description for the Owned Real Estate contained in the deed thereof describes such Owned Real Estate fully and clear adequately, all the buildings and improvements thereon are located within the boundary lines of all Liens the described parcels of land, are not in violation of applicable setback requirements or zoning Laws, and do not encroach on or violate any easement or Encumbrance which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any Permits necessary to use it have not been obtained; (v) there are no Contracts granting to any Person the right of use or occupancy of any portion of the Owned Real Estate; (vi) there are no Contracts to purchase the Owned Real Estate, or any portion thereof, or interest therein; (vii) there are no Persons (other than Liens arising the Acquired Entities) in possession of the Owned Real Estate, other than tenants under or associated with any leases disclosed in Section 5.16(a) of the Amended and Restated Restructuring Agreement, dated as of August 23, 2003, among Seller, KeyBank National Association and certain other lenders party thereto and certain security and mortgage agreements related to such Amended and Restated Restructuring Agreement.Company Disclosure Schedule; (bviii) The all facilities located on the Owned Real Property constitutes all of the real property currently owned by Seller Estate are supplied with utilities and used other services necessary for the operation of the Business as presently conductedAcquired Entities’ business, including gas, electricity, water, telephone, sanitary sewer or septic system, and storm sewer or other than the Cedarburg Facility and Seller's facility in Daytonon-site storm water management system, Ohio. The real property leased by Seller under the Real Property Leases constitutes all of which services are adequate in accordance with all applicable Laws and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the real property leased, subleased toOwned Real Estate; and (ix) the Owned Real Estate abuts on and has direct vehicular access to a public road, or otherwise occupied (has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the Owned Real Estate, and not owned) access to the property is provided by Seller and used for the operation of the Business as presently conducted, other than the leased real property set forth on Schedule 1.2(k);paved public right-of-way with adequate curb cuts available. (c) To Seller's Knowledge, each parcel of Owned Real Property, each parcel of real estate leased by Seller under the Real Property Leases and the Cedarburg Facility (collectively, the "Real Property") have adequate access to the existing roads and other public rights of way for the operation of the Business as presently conducted; (d) To Seller's Knowledge, the present use, occupancy and operation of the Real Property, and all aspects of the improvements to the Real Property (the "Real Property Improvements"), are in compliance in all material respects with all applicable Laws. To Seller's Knowledge, all Real Property Improvements are located within the lot lines (and within the mandatory set-backs from such lot lines established by applicable Law or otherwise) and not over areas subject to easements or rights of way; (e) To Seller's Knowledge, all material certificates of occupancy and other permits and approvals required with With respect to the Leased Real Property Improvements Estate required to be listed in Section 5.16(a) of the Company Disclosure Schedule and except as set forth in Section 5.16(a) of the use, occupancy and operation thereof have been obtained and paid for and are currently in effect, and Seller has not received any notices of violations in connection with such items;Company Disclosure Schedule: (fi) To Seller's Knowledge, no portion of the Real Property is subject to any classification, designation Company has delivered or determination of any Government or pursuant to any Law that would reasonably be expected to materially restrict the current use, occupancy or operation of the Real Property in connection with the Business as currently conducted; (g) Seller has made available to Purchaser Parent true, correct and complete copies of each lease, license and other documents and amendments thereto by which the Acquired Entities occupy each parcel of Leased Real Property Estate (each set of such documents is referred to herein as a “Facility Lease”). Each Section 5.16(a) of the Real Property Leases is valid Disclosure Schedule sets forth a true and in full force correct description of each Facility Lease and effectfor each Facility Lease sets forth (i) the start date, (ii) the expiration date, (iii) the remaining renewal terms and Seller holds a valid (iv) the lease or other payments due and existing leasehold interest payable as of the date of this Agreement under each Facility Lease, including, without limitation, any base rents and additional rents (i.e., operating expenses, parking costs, option rent, percentage rent); (ii) to the Knowledge of the Company, all fees, tenant improvement allowances and other landlord concessions under each Facility Lease have been paid or performed in full; (iii) none of the Facility Leases prohibit the use of the Leased Real Property LeasesEstate for the purposes each is currently used for, free and clear of all Liens. Seller is not in default under the terms of any Real Property Leaseincluding, as applicable, veterinary services and, to Seller's Knowledgethe Knowledge of the Company, no events have occurred and no circumstances exist whichthat would now or in the future limit such uses of any Leased Real Estate; (iv) all facilities located on the Leased Real Estate are supplied with utilities and other services necessary for the operation of the Acquired Entities’ business, if not remediedincluding gas, electricity, water, telephone, sanitary sewer or septic system, and whether storm sewer or other on-site storm water management system, all of which services are adequate in accordance with all applicable Laws and are provided via public roads or without notice via permanent, irrevocable, appurtenant easements benefiting the Leased Real Estate; (v) no Acquired Entity has granted to any Person any right, option, right of first offer or right of first refusal to lease, sublease, use or occupy all or part of any Leased Real Estate; (vi) no commission or other payment is due any real estate broker by any Acquired Entity in connection with the passage leasing of time any of the Leased Real Estate, and there are no agreements, oral or bothwritten, would result under which any real estate broker is entitled to any future payment or commission by any Acquired Entity in connection with the leasing of the Leased Real Estate to such a defaultAcquired Entity; and (vii) no Acquired Entity has pledged, encumbered or hypothecated its right, title or interest in or to any Facility Lease or any Leased Real Estate other than Permitted Encumbrances.

Real Property and Leaseholds. (a) The Seller owns a fee interest in that certain building located at 6855 Noble, Van Nuys, California, more specifically defined as the “Improvements” under Section 5.1 of the VP Ground Lease (the “Owned Real Estate”). Seller’s interest in the Owned Real Estate arises out of and is subject to the provisions of the VP Ground Lease and Valley Presbyterian Hospital’s rights thereunder, including, without limitation, Valley Presbyterian Hospital’s right of first refusal pursuant to Section 16.4 of the VP Ground Lease, and is free and clear of all Encumbrances, except for Permitted Encumbrances and the VP Ground Lease. The Owned Real Estate and the parcels of real property indicated as leased properties on Schedule I of the Seller Disclosure Schedule, constitute all real properties used or occupied by Seller in conducting the Seller’s Business. (b) Set forth in Schedule I of Seller Disclosure Schedule is a true, correct and complete list of all leasehold interests in real property (collectively, the “Leased Property”) leased by Seller, as tenant, and used by Seller in connection with the operation of Seller’s Business, which are to be conveyed to Buyer as Purchased Assets pursuant to the terms of this Agreement. Schedule I of the Seller Disclosure Schedule contains a true, correct and complete list of the leases, licenses and other documents and amendments thereto by which Seller occupies each Leased Property (each set of such documents is referred to herein as a “Center Lease”). Seller has delivered or made available to Buyer true, correct and complete copies of each Center Lease. Set forth in Schedule 4.10(b) of the Seller Disclosure Schedule is a list of the start date, expiration date and renewal terms of each Center Lease. (c) Seller has performed all tenant obligations under each Center Lease concerning the construction of tenant improvements at each Leased Property, and, to Seller’s Knowledge, all fees, tenant improvement allowances and other landlord concessions under each Center Lease have been paid or performed in full. (d) The Center Lease for each Leased Property does not prohibit the use of the Leased Property for the purposes each is currently used for, including, as applicable, MRI and PET imaging and, to Seller’s Knowledge, no circumstances exist that would now or in the future limit such uses of any Leased Property. (e) Except as set forth in Schedule 4.5: (a4.10(e) Seller owns, free and clear of all Liens, the Owned Real Property. Seller owns the Cedarburg Facility free and clear of all Liens other than Liens arising under or associated with the Amended and Restated Restructuring Agreement, dated as of August 23, 2003, among Seller, KeyBank National Association and certain other lenders party thereto and certain security and mortgage agreements related to such Amended and Restated Restructuring Agreement. (b) The Owned Real Property constitutes all of the real property currently owned by Seller and used for the operation of the Business as presently conductedDisclosure Schedule, other than the Cedarburg Facility and Seller's facility in Dayton, Ohio. The real property leased by Seller under the Real Property Leases constitutes all of the real property leased, subleased to, or otherwise occupied (and not owned) by Seller and used for the operation of the Business as presently conducted, other than the leased real property set forth on Schedule 1.2(k); (c) To Seller's Knowledge, each parcel of Owned Real Property, each parcel of real estate leased by Seller under the Real Property Leases and the Cedarburg Facility (collectively, the "Real Property") have adequate access to the existing roads and other public rights of way for the operation of the Business as presently conducted; (d) To Seller's Knowledge, the present use, occupancy and operation of the Real Property, and all aspects of the improvements to the Real Property (the "Real Property Improvements"), are in compliance in all material respects with all applicable Laws. To Seller's Knowledge, all Real Property Improvements are located within the lot lines (and within the mandatory set-backs from such lot lines established by applicable Law or otherwise) and not over areas subject to easements or rights of way; (e) To Seller's Knowledge, all material certificates of occupancy and other permits and approvals required with respect to the Real Property Improvements and the use, occupancy and operation thereof have been obtained and paid for and are currently in effect, and Seller has not received granted to any notices Person any right, option, right of violations in connection with such items;first offer or right of first refusal to lease, sublease, use or occupy all or part of any Leased Property. (f) To Seller's Knowledge, no portion of the Real Property No commission or other payment is subject to due any classification, designation or determination of any Government or pursuant to any Law that would reasonably be expected to materially restrict the current use, occupancy or operation of the Real Property real estate broker by Seller in connection with the Business as currently conducted;leasing of any of the Leased Property, and there are no agreements, oral or written, under which any real estate broker is entitled to any future payment or commission by Seller or its assignee in connection with the leasing of the Leased Property to Seller or the assignment of any Center Lease to Buyer. (g) Seller has made available not pledged, encumbered or hypothecated its right, title or interest in or to Purchaser correct any Center Lease or any Leased Property other than Permitted Encumbrances. (h) With respect to the improvements constructed pursuant to the terms of that certain Center Lease entitled “Ground Lease” (the “VP Ground Lease”) by and complete copies of each Real Property between Valley Presbyterian Hospital, a California nonprofit corporation, as landlord, and Valley Presbyterian Magnetic Resonance Center, a California limited partnership, as tenant, the Improvements (as defined in the VP Ground Lease. Each ) have been constructed in accordance with the terms and provisions of the Real Property Leases is valid and in full force and effectVP Ground Lease, and Seller holds a valid and existing leasehold interest under has performed or caused to be performed each of the Real Property Leases, free and clear of all Liens. Seller is not in default tenant’s obligations under the terms VP Ground Lease relating to the construction of any Real Property Lease, and, to Seller's Knowledge, no events have occurred and no circumstances exist which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a defaultImprovements.

Real Property and Leaseholds. Except as set forth in Schedule 4.5: (a) Each Seller ownshas or will have as of the Closing Date good and valid title to the Owned Real Property shown on Schedule 1.1(l) as owned by that Seller, free and clear of all Liens, the Owned Real Property. Seller owns the Cedarburg Facility free and clear of all Liens (other than Liens arising under or associated with the Amended and Restated Restructuring Agreement, dated as of August 23, 2003, among Seller, KeyBank National Association and certain other lenders party thereto and certain security and mortgage agreements related to such Amended and Restated Restructuring AgreementPermitted Liens). (b) All Facility Leases are listed in Schedule 1.1(h). The Owned interests of the applicable Seller in and under each Facility Lease to which it is a party are or will be as of the Closing Date free and clear of Liens (other than Permitted Liens) and except as set forth on Schedule 1.1(h) subject to no present Action or to Sellers' Knowledge any threatened Action. (c) Except as set forth on Schedule 4.5, the Real Property constitutes all of the real property currently owned by Seller and used for the operation of in the Business as presently conducted, other than the Cedarburg Facility and Excluded Assets. Except for a Seller's facility , there are no Persons in Dayton, Ohio. The real property leased by Seller under possession or occupancy of any part of the Real Property Leases constitutes all or the Facilities or who have possessory rights with respect to any part of the real property leased, subleased to, or otherwise occupied (and not owned) by Seller and used for the operation of the Business as presently conducted, other than the leased real property set forth on Schedule 1.2(k); (c) To Seller's Knowledge, each parcel of Owned Real Property, each parcel of real estate leased by Seller under the Real Property Leases and or the Cedarburg Facility Facilities. (collectively, the "d) Each parcel of Real Property") have Property has adequate access to the existing roads and other public rights of way for the operation of the Business as presently conducted;. (di) To Seller's Knowledge, the The present use, occupancy and operation of the Real Property, and all aspects of the improvements to the Real Property (the "Real Property Improvements"), are in compliance in all material respects with all applicable Laws. To Seller's Knowledge, except where the lack thereof has not had or would not reasonably be expected to have a Material Adverse Effect; (ii) no Seller has received any written notice during the prior three years of any alleged violations of or liability under any applicable Law or any Government having jurisdiction over any part of the Real Property or the Real Property Improvements or the operation of any part of the Real Property or the Real Property Improvements that has had or would reasonably be expected to have a Material Adverse Effect; and (iii) except as disclosed by surveys thereof provided by Sellers to the Buying Parties, all Real Property Improvements are located within the lot lines (and within the mandatory set-backs from such lot lines established by applicable Law or otherwise) and not over areas subject to easements or rights of way;. (ef) To Seller's Knowledge, all All material certificates of occupancy and other permits and approvals required with respect to the Real Property Improvements and the use, occupancy and operation thereof have been obtained and paid for and are currently in effect, and Seller has not received any notices of violations in connection with such items;. (fg) To Seller's Knowledge, no No portion of the Real Property is subject to any classification, designation or determination of any Government or pursuant to any Law that would reasonably be expected to materially restrict the current use, occupancy or operation of the Real Property or the Real Property Improvements in connection with the Business as currently conducted; (g) Seller has made available . There is no existing, pending, or, to Purchaser correct and complete copies Sellers' Knowledge, threatened condemnation or other taking of each Real Property Lease. Each all or any part of the Real Property Leases is valid and in full force and effect, and Seller holds a valid and existing leasehold interest under each of or the Real Property Leases, free and clear of all LiensImprovements. No Seller is not in default under the terms of a party to any lease or rental agreement with respect to any Real Property Lease, and, to Seller's Knowledge, no events have occurred and no circumstances exist which, if not remedied, and (whether with as a landlord or without notice or a tenant) except the passage of time or both, would result in such a defaultFacility Leases.