Common use of TITLE AND CONDITION OF THE REAL PROPERTY Clause in Contracts

TITLE AND CONDITION OF THE REAL PROPERTY. (a) EXHIBIT C hereto sets forth a legal description of the Real Property. At Closing, Desert Valley Operator and Prime A will have and convey to the Acquisition Sub good and marketable title in their interests in the Real Property, free and clear of any and all Liens, encumbrances, restrictions or easements of any kind whatsoever (other than Permitted Encumbrances). (b) The location, construction, occupancy, operation, use and sale of the Real Property (including the Improvements) do not violate any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Entity or any restrictive covenant or deed restriction (recorded or otherwise) affecting the Real Property, including, without limitation, any applicable zoning or subdivision ordinance or building code, flood disaster law or health and environmental law or regulation. (c) With regard to the Real Property, except as set forth on SCHEDULE 4.15(C) or as otherwise disclosed on the Survey, to the Knowledge of the Seller Parties, there are no (i) encroachments onto or from adjacent properties; (ii) violations of set-back, building or side lines; (iii) encroachments onto any easements or servitudes located on such Real Property; (iv) pending or threatened boundary line disputes; (v) portions of such Real Property located in a flood plain or in an area defined as a wetland under applicable state or federal law; (vi) cemeteries or gravesites located on the Real Property; or (vii) mine shafts under the Real Property or any other latent defects, such as sinkholes, regarding or affecting the Real Property. (d) The existing water, sewer, gas and electricity lines, storm sewer and other utility systems are adequate to serve the utility needs of the Real Property. All of said utilities are installed and operating, and all installation and connection charges have been paid in full. (e) Except as set forth on SCHEDULE 4.15(E), neither the whole nor any portion of the Real Property has been condemned, requisitioned or otherwise taken by any public authority (a "Public Taking"), and no notice of any Public Taking has been received by any Seller Party with regard to any of the Real Property. No Seller Party has any Knowledge of any Public Taking being threatened or contemplated. No Seller Party has any Knowledge of any public improvements which have been ordered to be made and/or which have not heretofore been assessed, and, to the Knowledge of the Seller Parties, there are no special, general or other assessments pending or threatened against or affecting any of the Real Property (except those expressly identified in the Title Commitment). (f) Except as set forth on SCHEDULE 4.15(F), there are no Claims, actions, suits, proceedings or investigations pending or, to the Knowledge of any Seller Party, threatened, against or affecting all or any portion of the Real Property. (g) Permanent certificates of occupancy, all licenses, permits, certificates of need (if applicable), authorizations and approvals required by all Governmental Entities having jurisdiction, have been issued for the Improvements, and, as of the Closing, all of the same will be in full force and effect. The Improvements, as designed and constructed, comply with all statutes, restrictions, regulations and ordinances applicable thereto, including but not limited to the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973. No Seller Party has in its possession or has Knowledge of any studies or reports which specify or suggest the presence of any defects in the design or construction of any of the Improvements. (h) The Seller Parties have no Knowledge of any fact or condition which would result in the termination of the current access from the Real Property to any presently existing public highways and/or roads adjoining or situated on the Real Property or to sewer or other utility services to serve the Real Property. (i) SCHEDULE 4.15(I) attached hereto sets forth an accurate and complete list of all leases, subleases, commitment letters, letters of intent and other rental agreements, whether written or oral, now or hereafter in effect, if any, that grant or will grant a possessory interest in and to any space in the Real Property or that otherwise assign or convey rights with regard to the Real Property or the Improvements (collectively referred to as the "Tenant Leases"). SCHEDULE 4.15(I) designates which of the Tenant Leases described therein are with the referral sources (as determined by any of the Healthcare Fraud Laws) of Sherman Oaks. SCHEDULE 4.15(I) specifies the rent and security deposxx, xx any, for each Tenant Lease. The Seller Parties have made available to the Purchaser Parties complete, correct and current copies of all Tenant Leases. The Seller Parties shall provide to the Purchaser Parties prior to Closing Tenant Lease estoppels in form satisfactory to the Purchaser Parties from all Tenants under the applicable Tenant Leases. Except for the Tenant Leases and any other items listed on SCHEDULE 4.15(I), there are no purchase contracts, leases of space, options, rights of first refusal or other written or oral agreements of any kind whereby any person or entity will have acquired or will have any basis to assert any right, title or interest in, or right to the possession, use, enjoyment or proceeds of, any part or all of the Real Property or the Improvements. (j) Sherman Oaks has not accepted the payment of rent or other sums due xxxxx xny of the Tenant Leases for more than one (1) month in advance. As of the Closing, none of the Tenant Leases and none of the rents or other charges payable thereunder, if any, will have been assigned, pledged or encumbered. Except as set forth on SCHEDULE 4.15(J), as of the Closing, no brokerage or leasing commissions or other compensation will be due or payable to any Person with respect to, or on account of, the Lease or any Tenant Lease or any extensions or renewals thereof, if any, excepting those agreements entered into or accepted in writing by the Purchaser Parties. (k) All tenant improvements, repairs and other work and obligations, if any, then required to be performed by the landlord under each of the Tenant Leases will be fully performed and paid for in full on or prior to the Closing. (l) Except as set forth on SCHEDULE 4.15(L): (i) the Tenant Leases are freely assignable by Sherman Oaks to the Seller Parties, have not been modified, amended xx xxxxgned, are legally valid, binding and enforceable against Sherman Oaks and, following closing, the Seller Parties (and, to the xxxx xf the Seller Parties' Knowledge, against the other parties to such Tenant Leases) in accordance with their respective terms and are in full force and effect; (ii) there are no monetary defaults and no material nonmonetary defaults by Sherman Oaks or, to the best of the Seller Parties' Knowledge, any oxxxx xxrty to the Tenant Leases; (iii) Sherman Oaks has not received written notice of any default, offset, xxxxxxrclaim or defense under any of the Tenant Leases; (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by Sherman Oaks or any Seller Party of the terms of any of the Tenant Lxxxxx; and (v) upon the closing of the transaction under the Sherman Oaks Purchase Agreement, the Tenant Leases will be freely asxxxxxxxe by the Seller Parties to the Acquisition Sub. (m) The Real Property constitutes all the land and improvements used by Sherman Oaks in connection with the operation of the Hospital, it bexxx xxxerstood that certain administrative activities relating to such operations are not conducted at the Real Property.

TITLE AND CONDITION OF THE REAL PROPERTY. (a) EXHIBIT C Exhibit B hereto sets forth a legal description of the Leased Real Property and a description of the Owned Real Property. At Closing, Desert Valley Operator and Prime A the Seller Parties will have and convey to the Acquisition Sub good and marketable title in their interests in the Real Property, free and clear of any and all Liens, encumbrances, restrictions or easements of any kind whatsoever (other than Permitted EncumbrancesExceptions). (b) The To Seller Parties' Knowledge, the location, construction, occupancy, operation, use and sale of the Real Property (including the Improvements) do not violate any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Entity or any restrictive covenant or deed restriction (recorded or otherwise) affecting the Real Property, including, without limitation, any applicable zoning or subdivision ordinance or building code, flood disaster law or health and environmental law or regulation. (c) With regard to the Real Property, except as set forth on SCHEDULE 4.15(C) or as otherwise disclosed on the SurveySchedule 4.15(c), to the Knowledge of the Seller Parties, there are no (i) encroachments onto or from adjacent properties; (ii) violations of set-back, building or side lines; (iii) encroachments onto any easements or servitudes located on such Real Property; (iv) pending or threatened boundary line disputes; (v) portions of such Real Property located in a flood plain or in an area defined as a wetland under applicable state or federal law; (vi) cemeteries or gravesites located on the Real Property; or (vii) mine shafts under the Real Property or any other latent defects, such as sinkholes, regarding or affecting the Real Property. (d) The To the Knowledge of the Seller Parties, the existing water, sewer, gas and electricity lines, storm sewer and other utility systems are adequate to serve the utility needs of the Real Property. All To the Knowledge of the Seller Parties, all of said utilities are installed and operating, and all installation and connection charges have been paid in full. (e) Except as set forth on SCHEDULE 4.15(E)To Seller Parties' Knowledge, neither the whole nor no notice has been received by any Person of a Public Taking of any portion of the Real Property has been condemned, requisitioned or otherwise taken by any public authority (a "Public Taking"), and the Seller Parties have no notice of any Public Taking has been received by any Seller Party with regard to any of the Real Property. No Seller Party has any Knowledge of any such Public Taking being threatened or contemplated. No Seller Party has any Knowledge of any public improvements which have been ordered to be made and/or which have not heretofore been assessed, and, to . (f) To the Knowledge of the Seller Parties, there are no special, general or other assessments pending or threatened against or affecting any of the Real Property (except those expressly identified in the Title Commitment). (f) Except as set forth on SCHEDULE 4.15(F), there are no Claims, actions, suits, proceedings or investigations pending or, to the Knowledge of any Seller Party, threatened, against or affecting all or any portion of the Real Property. (g) Permanent permanent certificates of occupancy, all licenses, permits, certificates of need (if applicable), authorizations and approvals required by all Governmental Entities having jurisdiction, have been issued for the Improvements, and, as of the Closing, all of the same will be in full force and effect. The To the Knowledge of the Seller Parties, Improvements, as designed and constructed, comply with all statutes, restrictions, regulations and ordinances applicable thereto, including but not limited to the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973. No Seller Party has in its possession or has Knowledge of any studies or reports which specify or suggest the presence of any defects in the design or construction of any of the Improvements. (hg) The Seller Parties have no Knowledge of any fact or condition which would result in the termination of the current access from the Real Property to any presently existing public highways and/or roads adjoining or situated on the Real Property or to sewer or other utility services to serve the Real Property. (ih) SCHEDULE 4.15(I) attached hereto sets forth an accurate and complete list of all Except for the Ground Lease, there are no leases, subleases, commitment letters, letters of intent and other rental agreements, whether written or oral, now or hereafter in effect, if any, that grant or will grant a possessory interest in and to any space in the Real Property Property, or that otherwise assign or convey rights with regard to the Real Property or the Improvements (collectively referred to as the "Tenant Leases")Improvements. SCHEDULE 4.15(I) designates which of the Tenant Leases described therein are with the referral sources (as determined by any of the Healthcare Fraud Laws) of Sherman Oaks. SCHEDULE 4.15(I) specifies the rent and security deposxx, xx any, for each Tenant Lease. The Seller Parties have made available to the Purchaser Parties complete, correct and current copies of all Tenant Leases. The Seller Parties shall provide to the Purchaser Parties prior to Closing Tenant Lease estoppels in form satisfactory to the Purchaser Parties from all Tenants under the applicable Tenant Leases. Except for the Tenant Leases and any other items listed on SCHEDULE 4.15(I), there There are no purchase contracts, leases of space, options, rights of first refusal or other written or oral agreements of any kind whereby any person or entity will have acquired or will have any basis to assert any right, title or interest in, or right to the possession, use, enjoyment or proceeds of, any part or all of the Real Property or the Improvements. (ji) Sherman Oaks has not accepted the payment of rent or other sums due xxxxx xny of the Tenant Leases for more than one (1) month in advance. As of the Closing, none of the Tenant Leases and none of the rents or other charges payable thereunder, if any, will have been assigned, pledged or encumbered. Except as set forth on SCHEDULE 4.15(J), as of the Closing, no brokerage or leasing commissions or other compensation will be due or payable to any Person with respect to, or on account ofTo Seller Parties Knowledge, the Lease or any Tenant Lease or any extensions or renewals thereof, if any, excepting those agreements entered into or accepted in writing by the Purchaser Parties. (k) All tenant improvements, repairs and other work and obligations, if any, then required to be performed by the landlord under each of the Tenant Leases will be fully performed and paid for in full on or prior to the Closing. (l) Except as set forth on SCHEDULE 4.15(L): (i) the Tenant Leases are freely assignable by Sherman Oaks to the Seller Parties, have not been modified, amended xx xxxxgned, are legally valid, binding and enforceable against Sherman Oaks and, following closing, the Seller Parties (and, to the xxxx xf the Seller Parties' Knowledge, against the other parties to such Tenant Leases) in accordance with their respective terms and are in full force and effect; (ii) there are no monetary defaults and no material nonmonetary defaults by Sherman Oaks or, to the best of the Seller Parties' Knowledge, any oxxxx xxrty to the Tenant Leases; (iii) Sherman Oaks has not received written notice of any default, offset, xxxxxxrclaim or defense under any of the Tenant Leases; (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by Sherman Oaks or any Seller Party of the terms of any of the Tenant Lxxxxx; and (v) upon the closing of the transaction under the Sherman Oaks Purchase Agreement, the Tenant Leases will be freely asxxxxxxxe by the Seller Parties to the Acquisition Sub. (m) The Real Property constitutes all the land and improvements used by Sherman Oaks Ocadian in connection with the operation of the Hospital, it bexxx xxxerstood that certain administrative activities relating to such operations are not conducted at the Real Property.

TITLE AND CONDITION OF THE REAL PROPERTY. (a) EXHIBIT C hereto Schedule 2.1(a) sets forth a legal description of the Real Property. At ClosingExcept as set forth on Schedule 4.15, Desert Valley Operator Prime is the sole and Prime A exclusive legal and equitable owner of all right, title and interest in the Real Property and at Closing will have and convey to the Acquisition Sub good and marketable title in their interests in fee simple to the Real Property, free and clear of any and all Liens, encumbrances, restrictions or easements of any kind whatsoever (other than Permitted Encumbrances). (b) The location, construction, occupancy, operation, use and sale of the Real Property (including the Improvements) do not violate any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Entity or any restrictive covenant or deed restriction (recorded or otherwise) affecting the Real Property, including, without limitation, any applicable zoning or subdivision ordinance or building code, flood disaster law or health and environmental law or regulation. (c) With regard to the Real Property, except as set forth on SCHEDULE 4.15(C) or as otherwise disclosed on the SurveySchedule 4.15(c), to the Knowledge of the Seller Parties, there are no (i) encroachments onto or from adjacent properties; (ii) violations of set-back, building or side lines; (iii) encroachments onto any easements or servitudes located on such Real Property; (iv) pending or or, to the Knowledge of any Seller Party, threatened boundary line disputes; (v) portions of such Real Property located in a flood plain or in an area defined as a wetland under applicable state or federal law; (vi) cemeteries or gravesites located on the Real Property; or (vii) mine shafts under the Real Property or any other latent defects, such as sinkholes, regarding or affecting the Real Property. (d) The existing water, sewer, gas and electricity lines, storm sewer and other utility systems are adequate to serve the utility needs of the Real Property. All of said utilities are installed and operating, and all installation and connection charges have been paid in full. (e) Except as set forth on SCHEDULE 4.15(ESchedule 4.15(e), neither the whole nor any portion of the Real Property has been condemned, requisitioned or otherwise taken by any public authority (a "Public Taking"), and no notice of any Public Taking has been received by any Seller Party with regard to any of the Real Property. No Seller Party has any Knowledge of any Public Taking being threatened or contemplated. No Seller Party has any Knowledge of any public improvements which have been ordered to be made and/or which have not heretofore been assessed, and, to the Knowledge of the Seller Parties, there are no special, general or other assessments pending or threatened against or affecting any of the Real Property (except those expressly identified in the Title Commitment). (f) Except as set forth on SCHEDULE 4.15(FSchedule 4.15(f), there are no Claims, actions, suits, proceedings or investigations pending or, to the Knowledge of any Seller Party, threatened, against or affecting all or any portion of the Real Property. (g) Permanent certificates of occupancy, all licenses, permits, certificates of need (if applicable), authorizations and approvals required by all Governmental Entities having jurisdiction, have been issued for the Improvements, and, as of the Closing, all of the same will be in full force and effect. The Improvements, as designed and constructed, comply with all statutes, restrictions, regulations and ordinances applicable thereto, including but not limited to the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973. No Seller Party either has in its possession or has Knowledge of any studies or reports which specify or suggest the presence of any defects in the design or construction of any of the Improvements. (h) The No Seller Parties have no Party has Knowledge of any fact or condition which would result in the termination of the current access from the Real Property to any presently existing public highways and/or roads adjoining or situated on the Real Property or to sewer or other utility services to serve the Real Property. (i) SCHEDULE 4.15(ISchedule 4.15(i) attached hereto sets forth an accurate and complete list of all leases, subleases, commitment letters, letters of intent and other rental agreements, whether written or oral, now or hereafter in effect, if any, that grant or will grant a possessory interest in and to any space in the Real Property or that otherwise assign or convey rights with regard to the Real Property or the Improvements (collectively referred to as the "Tenant Leases"). SCHEDULE 4.15(ISchedule 4.15(i) designates which of the Tenant Leases described therein are with the referral sources (as determined by any of the Healthcare Fraud Laws) of Sherman OaksDesert Valley Operator or any other Seller Party. SCHEDULE 4.15(ISchedule 4.15(i) specifies the rent and security deposxxdeposit, xx if any, for each Tenant Lease. The Seller Parties have made available to provided the Purchaser Parties with complete, correct and current copies of all Tenant Leases. The Seller Parties shall provide to the Purchaser Parties prior to Closing Tenant Lease estoppels in form satisfactory to the Purchaser Parties from all Tenants under the applicable Tenant Leases. Except for the Tenant Leases and any other items listed on SCHEDULE 4.15(ISchedule 4.15(i), there are no purchase contracts, leases of space, options, rights of first refusal or other written or oral agreements of any kind whereby any person or entity will have acquired or will have any basis to assert any right, title or interest in, or right to the possession, use, enjoyment or proceeds of, any part or all of the Real Property or the Improvements. (j) Sherman Oaks No Seller Party has not accepted the payment of rent or other sums due xxxxx xny under any of the Tenant Leases for more than one (1) month in advance. As of the Closing, none of the Tenant Leases and none of the rents or other charges payable thereunder, if any, will have been assigned, pledged or encumbered. Except as set forth on SCHEDULE 4.15(JSchedule 4.15(j), as of the Closing, no brokerage or leasing commissions or other compensation will be due or payable to any Person with respect to, or on account of, the Lease or any Tenant Lease or any extensions or renewals thereof, if any, excepting those agreements entered into or accepted in writing by the Purchaser Parties. (k) All tenant improvements, repairs and other work and obligations, if any, then required to be performed by the landlord under each of the Tenant Leases will be fully performed and paid for in full on or prior to the Closing. (l) Except as set forth on SCHEDULE 4.15(LSchedule 4.15(l): (i) the Tenant Leases are freely assignable by Sherman Oaks the Seller Parties to the Seller PartiesAcquisition Sub, have not been modified, amended xx xxxxgnedor assigned, are legally valid, binding and enforceable against Sherman Oaks and, following closing, the applicable Seller Parties (and, to the xxxx xf best of the Seller Parties' Knowledge, against the other parties to such Tenant Leases) in accordance with their respective terms and are in full force and effect; (ii) there are no monetary defaults and no material nonmonetary defaults by Sherman Oaks the applicable Seller Party or, to the best of the Seller Parties' Knowledge, any oxxxx xxrty other party to the Tenant Leases; (iii) Sherman Oaks no Seller Party has not received written notice of any default, offset, xxxxxxrclaim counterclaim or defense under any of the Tenant Leases; and (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by Sherman Oaks or any Seller Party of the terms of any of the Tenant Lxxxxx; and (v) upon the closing of the transaction under the Sherman Oaks Purchase Agreement, the Tenant Leases will be freely asxxxxxxxe by the Seller Parties to the Acquisition SubLeases. (m) The Real Property constitutes all the land and improvements used by Sherman Oaks Desert Valley Operator in connection with the operation of the HospitalHospital and the MOB, it bexxx xxxerstood being understood that certain administrative activities relating to such operations are not conducted at the Real Property.

TITLE AND CONDITION OF THE REAL PROPERTY. (a) EXHIBIT C hereto sets Except as set forth a on SCHEDULE 3.15, Alliance is the sole and exclusive legal description and equitable owner of the Real Property. At Closingall right, Desert Valley Operator title and Prime A will have and convey to the Acquisition Sub good and marketable title in their interests interest in the Real Property, free and clear of any and all Liens, encumbrances, restrictions or easements of any kind whatsoever (other than Permitted Encumbrances). (b) The location, construction, occupancy, operation, use and sale encumbrance of the Real Property (including the Improvements) do not violate any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Entity or any restrictive covenant or deed restriction (recorded or otherwise) affecting the Real Property, including, without limitation, any applicable zoning or subdivision ordinance or building code, flood disaster law law, or health and environmental law or regulation. (c) With regard to the Real Property, except as set forth on SCHEDULE 4.15(C) or as otherwise disclosed on the Survey, to the Knowledge of the Seller Parties3.15(C), there are no (i) encroachments onto or from adjacent properties; (ii) violations of set-back, building or side lines; (iii) encroachments onto any easements or servitudes located on such Real Property; (iv) pending or or, to the Knowledge of any Borrower Party, threatened boundary line disputes; (v) portions of such Real Property located in a flood plain or in an area defined as a wetland under applicable state or federal law; (vi) cemeteries or gravesites located on the Real Property; or (vii) mine shafts under the Real Property or any other latent defects, such as sinkholes, regarding or affecting the Real Property. (d) The existing water, sewer, gas and electricity lines, storm sewer and other utility systems are adequate to serve the utility needs of the Real Property. All of said utilities are installed and operating, and all installation and connection charges have been paid in full. (e) Except as set forth on SCHEDULE 4.15(E3.15(E), neither the whole nor any portion of the Real Property has been condemned, requisitioned or otherwise taken by any public authority (a "Public Taking"), and no notice of any Public Taking has been received by any Seller Borrower Party with regard to any of the Real Property. The Borrower Parties shall immediately deliver any notice thereof to the MPT Parties. No Seller Borrower Party has any Knowledge of any Public Taking being threatened or contemplated. No Seller Borrower Party has any Knowledge of any public improvements which have been ordered to be made and/or which have not heretofore been assessed, and, to the Knowledge of the Seller Borrower Parties, there are no special, general or other assessments pending or threatened against or affecting any of the Real Property (except those expressly identified in the Title Commitment)Property. (f) Except as set forth on SCHEDULE 4.15(F3.15(F), there are no Claims, actions, suits, proceedings or investigations pending or, to the Knowledge of any Seller Borrower Party, threatened, against or affecting all or any portion of the Real Property. (g) Permanent certificates of occupancy, all licenses, permits, certificates of need (if applicable), authorizations and approvals All Existing Licenses required by all Governmental Entities having jurisdiction, jurisdiction have been issued for the Improvements, and, as of the Closing, all of the same will be Real Property and are in full force and effect. The Improvements, as designed and constructed, comply with all statutes, restrictions, regulations and ordinances applicable thereto, including but not limited to the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973. No Seller Borrower Party either has in its possession or has Knowledge of any studies or reports which specify or suggest the presence of any defects in the design or construction of any of the Improvements, and if any such report is obtained, Borrower Party shall deliver any such study or report to the MPT Parties. (h) The Seller Parties have no No Borrower Party has Knowledge of any fact or condition which would result in the termination of the current access from the Real Property to any presently existing public highways and/or roads adjoining or situated on the Real Property or to sewer or other utility services to serve the Real Property. (i) SCHEDULE 4.15(I3.15(I) attached hereto sets forth an accurate and complete list of all leases, subleases, commitment letters, letters of intent and other rental agreements, whether written or oral, now or hereafter in effect, if any, that grant or will grant a possessory interest in and to any space in the Real Property or that otherwise assign or convey rights with regard to the Real Property or the Improvements (collectively referred to as the "Tenant Leases"). SCHEDULE 4.15(I3.15(I) designates which of the Tenant Leases described therein are with the referral sources (as determined by any of the Healthcare Fraud Laws) of Sherman Oaksany Borrower Party or Guarantor. SCHEDULE 4.15(I3.15(I) specifies the rent and security deposxxdeposit, xx if any, for each Tenant Lease. The Seller Borrower Parties have made available to shall provide the Purchaser MPT Parties with complete, correct and current copies of all Tenant Leases. The Seller Borrower Parties shall provide to the Purchaser Parties MPT Parties, prior to the Closing Date, Tenant Lease estoppels in form satisfactory to the Purchaser MPT Parties from all Tenants under the applicable Tenant Leases. Except for the Tenant Leases and any other items listed on SCHEDULE 4.15(I3.15(I), there are no purchase contracts, leases of space, options, rights of first refusal or other written or oral agreements of any kind whereby any person or entity will have acquired has acquired, or will have has any basis to assert any right, title or interest in, or right to the possession, use, enjoyment or proceeds of, any part or all of the Real Property or the Improvements. (j) Sherman Oaks Except as set forth on SCHEDULE 3.15(J), no Borrower Party has not accepted the payment of rent or other sums due xxxxx xny under any of the Tenant Leases for more than one (1) month in advance. As of the Closing, none None of the Tenant Leases and none of the rents or other charges payable thereunder, if any, will have been assigned, pledged or encumbered. Except as set forth on SCHEDULE 4.15(J3.15(J), as of the ClosingClosing Date, no brokerage or leasing commissions or other compensation compensations are or will be due or payable to any Person with respect to, or on account of, the Lease or any Tenant Lease or any extensions or renewals thereof, if any, excepting those agreements entered into or accepted in writing by the Purchaser MPT Parties. (k) All tenant improvements, repairs and other work and obligations, if any, then required to be performed by the landlord under each of the Tenant Leases will be fully have been duly performed and paid for in full in accordance with the terms thereof. A listing of such items is shown on or prior to the ClosingSCHEDULE 3.15(K). (l) Except as set forth on SCHEDULE 4.15(L3.15(L): (i) the Tenant Leases are freely assignable by Sherman Oaks the Borrower Parties to the Seller MPT Parties, have not been modified, amended xx xxxxgnedor assigned, are legally valid, binding and enforceable against Sherman Oaks and, following closing, the Seller applicable Borrower Parties (and, to the xxxx xf best of the Seller Borrower Parties' Knowledge, against the other parties to such Tenant Leases) in accordance with their respective terms terms, and are in full force and effect; (ii) there are no monetary defaults and no material nonmonetary defaults by Sherman Oaks the applicable Borrower Party or, to the best of the Seller Borrower Parties' Knowledge, any oxxxx xxrty other party to the Tenant Leases; (iii) Sherman Oaks no Borrower Party has not received written notice of any default, offset, xxxxxxrclaim counterclaim or defense under any of the Tenant Leases; and (iv) no condition or event has occurred which which, with the passage of time or the giving of notice or both both, would constitute a default or breach by Sherman Oaks or any Seller Borrower Party of the terms of any of the Tenant Lxxxxx; and (v) upon the closing of the transaction under the Sherman Oaks Purchase Agreement, the Tenant Leases will be freely asxxxxxxxe by the Seller Parties to the Acquisition SubLeases. (m) The Except as set forth on SCHEDULE 3.15(J), the Real Property constitutes all the land and improvements used by Sherman Oaks Alliance in connection with the operation of the Hospital, it bexxx xxxerstood that certain administrative activities relating to and such operations are not conducted at Real Property is adequate for the Real Propertypresent and proposed conduct of the Business.

TITLE AND CONDITION OF THE REAL PROPERTY. (a) EXHIBIT C hereto Schedule 2.1(a) sets forth a legal description of the Real Property. At ClosingExcept as set forth on SCHEDULE 4.15, Desert Valley Operator Prime is the sole and Prime A exclusive legal and equitable owner of all right, title and interest in the Real Property and at Closing will have and convey to the Acquisition Sub good and marketable title in their interests in to the Real Property, free and clear of any and all Liens, encumbrances, restrictions or easements of any kind whatsoever (other than Permitted Encumbrances). (b) The location, construction, occupancy, operation, use and sale of the Real Property (including the Improvements) do not violate any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Entity or any restrictive covenant or deed restriction (recorded or otherwise) affecting the Real Property, including, without limitation, any applicable zoning or subdivision ordinance or building code, flood disaster law or health and environmental law or regulation. (c) With regard to the Real Property, except as set forth on SCHEDULE 4.15(C) or as otherwise disclosed on in the Survey, to the Knowledge of the Seller Parties, there are no (i) encroachments onto or from adjacent properties; (ii) violations of set-back, building or side lines; (iii) encroachments onto any easements or servitudes located on such Real Property; (iv) pending or or, to the Knowledge of any Seller Party, threatened boundary line disputes; (v) portions of such Real Property located in a flood plain or in an area defined as a wetland under applicable state or federal law; (vi) cemeteries or gravesites located on the Real Property; or (vii) mine shafts under the Real Property or any other latent defects, such as sinkholes, regarding or affecting the Real Property. (d) The existing water, sewer, gas and electricity lines, storm sewer and other utility systems are adequate to serve the utility needs of the Real Property. All of said utilities are installed and operating, and all installation and connection charges have been paid in full. (e) Except as set forth on SCHEDULE 4.15(E), neither the whole nor any portion of the Real Property has been condemned, requisitioned or otherwise taken by any public authority (a "Public Taking"), and no notice of any Public Taking has been received by any Seller Party with regard to any of the Real Property. No Seller Party has any Knowledge of any Public Taking being threatened or contemplated. No Seller Party has any Knowledge of any public improvements which have been ordered to be made and/or which have not heretofore been assessed, and, to the Knowledge of the Seller Parties, there are no special, general or other assessments pending or threatened against or affecting any of the Real Property (except those expressly identified in the Title Commitment). (f) Except as set forth on SCHEDULE 4.15(F), there are no Claims, actions, suits, proceedings or investigations pending or, to the Knowledge of any Seller Party, threatened, against or affecting all or any portion of the Real Property. (g) Permanent certificates of occupancy, all licenses, permits, certificates of need (if applicable), authorizations and approvals required by all Governmental Entities having jurisdiction, have been issued for the Improvements, and, as of the Closing, all of the same will be in full force and effect. The Improvements, as designed and constructed, comply with all statutes, restrictions, regulations and ordinances applicable thereto, including but not limited to the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973. No Seller Party either has in its possession or has Knowledge of any studies or reports which specify or suggest the presence of any defects in the design or construction of any of the Improvements. (h) The No Seller Parties have no Party has Knowledge of any fact or condition which would result in the termination of the current access from the Real Property to any presently existing public highways and/or roads adjoining or situated on the Real Property or to sewer or other utility services to serve the Real Property. (i) SCHEDULE 4.15(I) attached hereto sets forth an accurate and complete list of all leases, subleases, commitment letters, letters of intent and other rental agreements, whether written or oral, now or hereafter in effect, if any, that grant or will grant a possessory interest in and to any space in the Real Property or that otherwise assign or convey rights with regard to the Real Property or the Improvements (collectively referred to as the "Tenant Leases"). SCHEDULE 4.15(I) designates which of the Tenant Leases described therein are with the referral sources (as determined by any of the Healthcare Fraud Laws) of Sherman OaksVeritas or any other Seller Party. SCHEDULE 4.15(I) specifies the rent and security deposxxdeposit, xx if any, for each Tenant Lease. The Seller Parties have made available to the Purchaser Parties complete, correct and current copies of all Tenant Leases. The Seller Parties shall provide to the Purchaser Parties prior to Closing Tenant Lease estoppels in form satisfactory to the Purchaser Parties from all Tenants under the applicable Tenant Leases. Except for the Tenant Leases and any other items listed on SCHEDULE 4.15(I), there are no purchase contracts, leases of space, options, rights of first refusal or other written or oral agreements of any kind whereby any person or entity will have acquired or will have any basis to assert any right, title or interest in, or right to the possession, use, enjoyment or proceeds of, any part or all of the Real Property or the Improvements. (j) Sherman Oaks No Seller Party has not accepted the payment of rent or other sums due xxxxx xny under any of the Tenant Leases for more than one (1) month in advance. As of the Closing, none of the Tenant Leases and none of the rents or other charges payable thereunder, if any, will have been assigned, pledged or encumbered. Except as set forth on SCHEDULE 4.15(J), as of the Closing, no brokerage or leasing commissions or other compensation will be due or payable to any Person with respect to, or on account of, the Lease or any Tenant Lease or any extensions or renewals thereof, if any, excepting those agreements entered into or accepted in writing by the Purchaser Parties. (k) All tenant improvements, repairs and other work and obligations, if any, then required to be performed by the landlord under each of the Tenant Leases will be fully performed and paid for in full on or prior to the Closing. (l) Except as set forth on SCHEDULE 4.15(L): (i) the Tenant Leases are freely assignable by Sherman Oaks the applicable Seller Parties to the Seller PartiesAcquisition Sub, have not been modified, amended xx xxxxgnedor assigned, are legally valid, binding and enforceable against Sherman Oaks and, following closing, the applicable Seller Parties (and, to the xxxx xf best of the Seller Parties' Knowledge, against the other parties to such Tenant Leases) in accordance with their respective terms and are in full force and effect; (ii) there are no monetary defaults and no material nonmonetary defaults by Sherman Oaks the applicable Seller Party or, to the best of the Seller Parties' Knowledge, any oxxxx xxrty other party to the Tenant Leases; (iii) Sherman Oaks no Seller Party has not received written notice of any default, offset, xxxxxxrclaim counterclaim or defense under any of the Tenant Leases; and (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by Sherman Oaks or any Seller Party of the terms of any of the Tenant Lxxxxx; and (v) upon the closing of the transaction under the Sherman Oaks Purchase Agreement, the Tenant Leases will be freely asxxxxxxxe by the Seller Parties to the Acquisition SubLeases. (m) The Real Property constitutes all the land and improvements used by Sherman Oaks Veritas in connection with the operation of the Hospital, it bexxx xxxerstood being understood that certain administrative activities relating to such operations are not conducted at the Real Property.

TITLE AND CONDITION OF THE REAL PROPERTY. (a) EXHIBIT C hereto Exhibit A-1 sets forth a the legal descriptions of the Owned Real Property. Exhibit A-2 sets forth the legal description of the Ground Leased Real Property. At the Closing, Desert Valley Operator and Prime A will have and the applicable Seller shall convey to the Acquisition Sub applicable Buyer good and marketable title in their interests the applicable parcel(s) of Owned Real Property and assign its rights, title and interest in the Real PropertyGround Lease, in each case free and clear of any and all Liens, encumbrances, restrictions or easements of any kind whatsoever Encumbrances (other than Permitted Encumbrances). (b) The To the Knowledge of the Xxxxxx Health Parties, the location, construction, occupancy, operation, use and sale of the Real Property (including the Improvements) do not violate violate, in any material respect, (i) any applicable lawLaw, statute, ordinance, rule, regulation, order or determination of any Governmental Entity Body, including, without limitation, the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, or (ii) any restrictive covenant or deed restriction (recorded or otherwise) affecting the Real Property, including, without limitation, any applicable zoning or subdivision ordinance or building code, flood disaster law or health and environmental law or regulationregulation and the Xxxxxx Health Parties have received no written notice from any Governmental Body or other Person asserting any such material violation. (c) With regard to the Real Property, except as set forth on SCHEDULE 4.15(C) or as otherwise disclosed on the Survey, to the Knowledge of the Seller Xxxxxx Health Parties, and except as shown on the Surveys or as otherwise disclosed in the Title Commitments, there are no (i) encroachments onto or from adjacent properties; (ii) violations of set-back, building or side lines; (iii) encroachments onto any easements or servitudes located on such Real PropertyLand; (iv) pending or threatened boundary line disputes; (v) portions of such Real Property Land located in a flood plain or in an area defined as a wetland under applicable state or federal law; (vi) cemeteries or gravesites located on the Real PropertyLand; or (vii) mine shafts under the Real Property Land or any other latent defects, such as sinkholes, regarding or affecting the Real PropertyLand. (d) The To the Knowledge of the Xxxxxx Health Parties, the existing water, sewer, gas and electricity lines, storm sewer and other utility systems are adequate to serve the utility needs of the Real Property. All Property as currently used, (ii) all of said utilities are installed and operating, and (iii) all installation and connection charges have been paid in full. (e) Except as set forth on SCHEDULE 4.15(E), neither Neither the whole nor any portion of the Real Property Land has been condemned, requisitioned or otherwise taken by any public authority (a "“Public Taking"”), and no notice . None of the Xxxxxx Health Parties has received any written notice: (i) of any Public Taking has been received by any Seller Party with regard to any of the Real Property. No Seller Party Land which has any Knowledge not been formally withdrawn, (ii) of any Public Taking being threatened or contemplated. No Seller Party has contemplated Public Taking, (iii) from any Knowledge public authority of any public improvements which have been ordered that are required to be made and/or which have not heretofore been assessed, and, to the Knowledge assessed and (iv) of the Seller Parties, there are no any pending or threatened special, general or other assessments pending or threatened against or affecting any of the Real Property Land (except those expressly identified in the any Title CommitmentCommitments). (f) Except as set forth on SCHEDULE 4.15(F), there are There is no Claims, actions, suits, proceedings or investigations Litigation pending or, to the Knowledge of any Seller Partythe Xxxxxx Health Parties, threatenedthreatened in writing, against or affecting all or any portion of the Real Property, except as set forth in Schedule 2.21(f) hereto. True and correct copies of all pleadings and material correspondence relating to such Litigation have been delivered to the MPT Parties. (g) Permanent certificates Certificates of occupancy, all licenses, permits, certificates of need (if applicable), authorizations and approvals required by all Governmental Entities having jurisdiction, occupancy have been issued for the Improvements, and, as of the Closing, all of the same will be in full force and effect. The Improvements, as designed and constructed, comply with all statutes, restrictions, regulations and ordinances applicable thereto, including but not limited to the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973. No Seller Party has in its possession or has Knowledge of any studies or reports which specify or suggest the presence of any defects in the design or construction of any of the Improvements. (h) The Seller Parties have no To the Knowledge of any fact the Xxxxxx Health Parties, (i) there are no facts or condition conditions which would result in the termination of the current access from the Real Property Land to any presently existing public highways and/or roads adjoining or situated on the Real Property Land or to sewer or other utility services to serve the Real Property. (i) SCHEDULE 4.15(I) attached hereto sets forth an accurate and complete list of all leases, subleases, commitment letters, letters of intent and other rental agreements, whether written or oral, now or hereafter in effect, if any, that grant or will grant a possessory interest in and to any space in the Real Property or that otherwise assign or convey rights with regard to the Real Property or the Improvements (collectively referred to as the "Tenant Leases"). SCHEDULE 4.15(I) designates which of the Tenant Leases described therein are with the referral sources (as determined by any of the Healthcare Fraud Laws) of Sherman Oaks. SCHEDULE 4.15(I) specifies the rent and security deposxx, xx any, for each Tenant Lease. The Seller Parties have made available to the Purchaser Parties complete, correct and current copies of all Tenant Leases. The Seller Parties shall provide to the Purchaser Parties prior to Closing Tenant Lease estoppels in form satisfactory to the Purchaser Parties from all Tenants under the applicable Tenant Leases. Except for the Tenant Leases and any other items listed on SCHEDULE 4.15(I), there are no purchase contracts, leases of space, options, rights of first refusal or other written or oral agreements of any kind whereby any person or entity will have acquired or will have any basis to assert any right, title or interest in, or right to the possession, use, enjoyment or proceeds of, any part or all of the Real Property or the Improvements. (j) Sherman Oaks has not accepted the payment of rent or other sums due xxxxx xny of the Tenant Leases for more than one (1) month in advanceLand. As of the Closing, none of the Tenant Leases and none of the rents or other charges payable thereunderSellers and/or Borrowers, if anyas applicable, will have been assignedown, pledged or encumbered. Except as set forth on SCHEDULE 4.15(J), as of the Closing, no brokerage or leasing commissions or other compensation will be due or payable to any Person hold rights with respect to, and will be able to convey or on account of, the Lease or any Tenant Lease or any extensions or renewals thereof, if any, excepting those agreements entered into or accepted in writing by the Purchaser Parties. (k) All tenant improvements, repairs and other work and obligations, if any, then required cause to be performed by the landlord under each of the Tenant Leases will be fully performed and paid for in full on conveyed (or prior mortgaged) to the Closing. (l) Except as set forth on SCHEDULE 4.15(L): (i) applicable Buyers and/or Lenders, all currently utilized parking for the Tenant Leases are freely assignable by Sherman Oaks to the Seller Parties, have not been modified, amended xx xxxxgned, are legally valid, binding and enforceable against Sherman Oaks and, following closing, the Seller Parties (and, to the xxxx xf the Seller Parties' Knowledge, against the other parties to such Tenant Leases) in accordance with their respective terms and are in full force and effect; (ii) there are no monetary defaults and no material nonmonetary defaults by Sherman Oaks or, to the best of the Seller Parties' Knowledge, any oxxxx xxrty to the Tenant Leases; (iii) Sherman Oaks has not received written notice of any default, offset, xxxxxxrclaim or defense under any of the Tenant Leases; (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by Sherman Oaks or any Seller Party of the terms of any of the Tenant Lxxxxx; and (v) upon the closing of the transaction under the Sherman Oaks Purchase Agreement, the Tenant Leases will be freely asxxxxxxxe by the Seller Parties to the Acquisition Sub. (m) The Real Property constitutes all the land and improvements used by Sherman Oaks in connection with the operation of the Hospital, it bexxx xxxerstood that certain administrative activities relating to such operations are not conducted at the applicable Real Property.

TITLE AND CONDITION OF THE REAL PROPERTY. (a) EXHIBIT C hereto A sets forth a legal description the respective common street addresses of the Real PropertyProperty with respect to each Facility. At the applicable Closing, Desert Valley Operator and Prime A will have and (i) the applicable Seller shall convey to the Acquisition Sub good and applicable Buyer marketable fee title in their interests in the applicable parcel(s) of Real PropertyProperty comprising Acquired Assets, free and clear of any and all LiensEncumbrances (other than Permitted Encumbrances), encumbrancesand (ii) the Borrower shall grant to the Lender a first priority mortgagee interest in the applicable parcel(s) of Real Property comprising Financed Asset, restrictions or easements free and clear of any kind whatsoever and all Encumbrances (other than Permitted Encumbrances). (b) The None of the Prospect Medical Parties have received written notice from any Governmental Body or other Person alleging that the location, construction, occupancy, operation, use and sale of the Real Property violates, in any material respect, (including the Improvementsi) do not violate any applicable lawLaw, statuteorder, ordinanceinjunction, rule, regulation, order or determination of any Governmental Entity Body, or (ii) any restrictive covenant or deed restriction (recorded or otherwise) affecting the Real Property, including, without limitation, any applicable zoning or subdivision ordinance zoning, or building code, flood disaster law or health and environmental law or regulation. (c) With Except as set forth on Schedule 2.21(c), with regard to the Real Property, except as set forth on SCHEDULE 4.15(C) or as otherwise disclosed on the Survey, to the Knowledge none of the Seller Parties, Prospect Medical Parties have received written notice from any Person or Governmental Body alleging there are no (i) encroachments onto or from adjacent properties; (ii) violations of set-back, building or side lines; (iii) encroachments onto any easements or servitudes located on such Real PropertyLand; (iv) pending or threatened boundary line disputes; (v) portions of such Real Property Land located in a flood plain or in an area defined as a wetland under applicable state or federal law; (vi) cemeteries or gravesites located on the Real PropertyLand; or (vii) mine shafts or sinkholes under the Real Property or any other latent defects, such as sinkholes, regarding or affecting the Real PropertyLand. (d) The To the Knowledge of the Prospect Medical Parties, (i) the existing water, sewer, gas and electricity lines, storm sewer and other utility systems are adequate to serve the utility needs of the Real Property. All Property as currently used, (ii) all of said utilities are installed and operating, and (iii) all installation and connection charges have been paid in full. (e) Except as set forth on SCHEDULE 4.15(E), neither the whole nor any portion None of the Real Property Prospect Medical Parties has been condemned, requisitioned or otherwise taken by received any public authority written notice: (a "Public Taking"), and no notice i) of any Public Taking has been received by any Seller Party with regard to any of the Real Property. No Seller Party Land which has any Knowledge not been formally withdrawn, (ii) of any Public Taking being threatened or contemplated. No Seller Party has contemplated Public Taking, (iii) from any Knowledge public authority of any public improvements which have been ordered that are required to be made and/or which have not heretofore been assessed, and, to the Knowledge assessed and (iv) of the Seller Parties, there are no any pending or threatened special, general or other assessments pending or threatened against or affecting any of the Real Property (except those expressly identified in the Title Commitment). (f) Except as set forth on SCHEDULE 4.15(F)Land. As used herein, there are no Claims, actions, suits, proceedings or investigations pending or, to the Knowledge of any Seller Party, threatened, against or affecting all or “Public Taking” shall mean any portion of the Real Property. (g) Permanent certificates of occupancyLand is subject to condemnation, all licenses, permits, certificates of need (if applicable), authorizations and approvals required by all Governmental Entities having jurisdiction, have been issued for the Improvements, and, as of the Closing, all of the same will be in full force and effect. The Improvements, as designed and constructed, comply with all statutes, restrictions, regulations and ordinances applicable thereto, including but not limited to the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973. No Seller Party has in its possession or has Knowledge of any studies or reports which specify or suggest the presence of any defects in the design or construction of any of the Improvements. (h) The Seller Parties have no Knowledge of any fact or condition which would result in the termination of the current access from the Real Property to any presently existing public highways and/or roads adjoining or situated on the Real Property or to sewer requisition or other utility services to serve the Real Property. (i) SCHEDULE 4.15(I) attached hereto sets forth an accurate and complete list of all leases, subleases, commitment letters, letters of intent and other rental agreements, whether written or oral, now or hereafter in effect, if any, that grant or will grant a possessory interest in and to any space in the Real Property or that otherwise assign or convey rights with regard to the Real Property or the Improvements (collectively referred to as the "Tenant Leases"). SCHEDULE 4.15(I) designates which of the Tenant Leases described therein are with the referral sources (as determined taking by any of the Healthcare Fraud Laws) of Sherman Oaks. SCHEDULE 4.15(I) specifies the rent and security deposxx, xx any, for each Tenant Lease. The Seller Parties have made available to the Purchaser Parties complete, correct and current copies of all Tenant Leases. The Seller Parties shall provide to the Purchaser Parties prior to Closing Tenant Lease estoppels in form satisfactory to the Purchaser Parties from all Tenants under the applicable Tenant Leases. Except for the Tenant Leases and any other items listed on SCHEDULE 4.15(I), there are no purchase contracts, leases of space, options, rights of first refusal or other written or oral agreements of any kind whereby any person or entity will have acquired or will have any basis to assert any right, title or interest in, or right to the possession, use, enjoyment or proceeds of, any part or all of the Real Property or the Improvementspublic authority. (j) Sherman Oaks has not accepted the payment of rent or other sums due xxxxx xny of the Tenant Leases for more than one (1) month in advance. As of the Closing, none of the Tenant Leases and none of the rents or other charges payable thereunder, if any, will have been assigned, pledged or encumbered. Except as set forth on SCHEDULE 4.15(J), as of the Closing, no brokerage or leasing commissions or other compensation will be due or payable to any Person with respect to, or on account of, the Lease or any Tenant Lease or any extensions or renewals thereof, if any, excepting those agreements entered into or accepted in writing by the Purchaser Parties. (k) All tenant improvements, repairs and other work and obligations, if any, then required to be performed by the landlord under each of the Tenant Leases will be fully performed and paid for in full on or prior to the Closing. (l) Except as set forth on SCHEDULE 4.15(L): (i) the Tenant Leases are freely assignable by Sherman Oaks to the Seller Parties, have not been modified, amended xx xxxxgned, are legally valid, binding and enforceable against Sherman Oaks and, following closing, the Seller Parties (and, to the xxxx xf the Seller Parties' Knowledge, against the other parties to such Tenant Leases) in accordance with their respective terms and are in full force and effect; (ii) there are no monetary defaults and no material nonmonetary defaults by Sherman Oaks or, to the best of the Seller Parties' Knowledge, any oxxxx xxrty to the Tenant Leases; (iii) Sherman Oaks has not received written notice of any default, offset, xxxxxxrclaim or defense under any of the Tenant Leases; (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by Sherman Oaks or any Seller Party of the terms of any of the Tenant Lxxxxx; and (v) upon the closing of the transaction under the Sherman Oaks Purchase Agreement, the Tenant Leases will be freely asxxxxxxxe by the Seller Parties to the Acquisition Sub. (m) The Real Property constitutes all the land and improvements used by Sherman Oaks in connection with the operation of the Hospital, it bexxx xxxerstood that certain administrative activities relating to such operations are not conducted at the Real Property.

TITLE AND CONDITION OF THE REAL PROPERTY. (a) EXHIBIT Exhibit C hereto sets forth a legal description of the Xxxxxxxxx Real Property. At ClosingExcept as set forth on Schedule 4.15(a), Desert Valley Operator Xxxxxxxxx Seller is the sole and Prime A exclusive legal and equitable owner of all right, title and interest in the Xxxxxxxxx Real Property and at Closing will have and convey to the Acquisition Sub good and marketable title in their interests in fee simple to the Xxxxxxxxx Real Property, free and clear of any and all Liens, encumbrances, restrictions or easements of any kind whatsoever (other than Permitted Encumbrances). (b) Exhibit D sets forth a legal description of the Xxxxxx Springs Real Property. Except as set forth on Schedule 4.15(b), Xxxxxx Springs Borrower is the sole and exclusive legal and equitable owner of all right, title and interest in the Xxxxxx Springs Real Property and at Closing will have good and marketable title to the Xxxxxx Springs Real Property, free and clear of any and all Liens, encumbrances, restrictions or easements of any kind whatsoever (other than Permitted Encumbrances). (c) The location, construction, occupancy, operation, use and sale of the Real Property (including the Improvements) do not violate any applicable law, statute, ordinance, rule, regulation, order or determination of any Governmental Entity or any restrictive covenant or deed restriction (recorded or otherwise) affecting the Real Property, including, without limitation, any applicable zoning or subdivision ordinance or building code, flood disaster law or health and environmental law or regulation. (cd) With regard to the Real Property, except as set forth on SCHEDULE 4.15(C) or as otherwise disclosed on the SurveySchedule 4.15(d), to the Knowledge of the Seller Parties, there are no (i) encroachments onto or from adjacent properties; (ii) violations of set-back, building or side lines; (iii) encroachments onto any easements or servitudes located on such Real Property; (iv) pending or or, to the Knowledge of any Seller Party, threatened boundary line disputes; (v) portions of such Real Property located in a flood plain or in an area defined as a wetland under applicable state or federal law; (vi) cemeteries or gravesites located on the Real Property; or (vii) mine shafts under the Real Property or any other latent defects, such as sinkholes, regarding or affecting the Real Property. (de) The existing water, sewer, gas and electricity lines, storm sewer and other utility systems are adequate to serve the utility needs of the Real Property. All of said utilities are installed and operating, and all installation and connection charges have been paid in full. (ef) Except as set forth on SCHEDULE 4.15(ESchedule 4.15(f), neither the whole nor any portion of the Real Property has been condemned, requisitioned or otherwise taken by any public authority (a "Public Taking"), and no notice of any Public Taking has been received by any Seller Party with regard to any of the Real Property. No Seller Party has any Knowledge of any Public Taking being threatened or contemplated. No Seller Party has any Knowledge of any public improvements which have been ordered to be made and/or which have not heretofore been assessed, and, to the Knowledge of the Seller Parties, there are no special, general or other assessments pending or threatened against or affecting any of the Real Property (except those expressly identified in the Title Commitment). (fg) Except as set forth on SCHEDULE 4.15(FSchedule 4.15(g), there are no Claims, actions, suits, proceedings or investigations pending or, to the Knowledge of any Seller Party, threatened, against or affecting all or any portion of the Real Property. (gh) Permanent certificates of occupancy, all licenses, permits, certificates of need (if applicable), authorizations and approvals required by all Governmental Entities having jurisdiction, have been issued for the Improvements, and, as of the Closing, all of the same will be in full force and effect. The Improvements, as designed and constructed, comply with all statutes, restrictions, regulations and ordinances applicable thereto, including but not limited to the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973. No Seller Party either has in its possession or has Knowledge of any studies or reports which specify or suggest the presence of any defects in the design or construction of any of the Improvements. (hi) The No Seller Parties have no Party has Knowledge of any fact or condition which would result in the termination of the current access from the Real Property to any presently existing public highways and/or roads adjoining or situated on the Real Property or to sewer or other utility services to serve the Real Property. (ij) SCHEDULE 4.15(ISchedule 4.15(j) attached hereto sets forth an accurate and complete list of all leases, subleases, commitment letters, letters of intent and other rental agreements, whether written or oral, now or hereafter in effect, if any, that grant or will grant a possessory interest in and to any space in the Real Property or that otherwise assign or convey rights with regard to the Real Property or the Improvements (collectively referred to as the "Tenant Leases"). SCHEDULE 4.15(ISchedule 4.15(j) designates which of the Tenant Leases described therein are with the referral sources (as determined by any of the Healthcare Fraud Laws) of Sherman OaksSeller Party. SCHEDULE 4.15(ISchedule 4.15(j) specifies the rent and security deposxxdeposit, xx if any, for each Tenant Lease. The Seller Parties have made available to provided the Purchaser Parties with complete, correct and current copies of all Tenant Leases. The Seller Parties shall provide to the Purchaser Parties prior to Closing Tenant Lease estoppels in form satisfactory to the Purchaser Parties from all Tenants under the applicable Tenant Leases. Except for the Tenant Leases and any other items listed on SCHEDULE 4.15(ISchedule 4.15(j), there are no purchase contracts, leases of space, options, rights of first refusal or other written or oral agreements of any kind whereby any person or entity will have acquired or will have any basis to assert any right, title or interest in, or right to the possession, use, enjoyment or proceeds of, any part or all of the Real Property or the Improvements. (jk) Sherman Oaks No Seller Party has not accepted the payment of rent or other sums due xxxxx xny under any of the Tenant Leases for more than one (1) month in advance. As of the Closing, none of the Tenant Leases and none of the rents or other charges payable thereunder, if any, will have been assigned, pledged or encumbered. Except as set forth on SCHEDULE 4.15(JSchedule 4.15(k), as of the Closing, no brokerage or leasing commissions or other compensation will be due or payable to any Person with respect to, or on account of, the either Lease or any Tenant Lease or any extensions or renewals thereof, if any, excepting those agreements entered into or accepted in writing by the Purchaser Parties. (kl) All tenant improvements, repairs and other work and obligations, if any, then required to be performed by the landlord under each of the Tenant Leases will be fully performed and paid for in full on or prior to the Closing. (lm) Except as set forth on SCHEDULE 4.15(LSchedule 4.15(m): (i) the Tenant Leases are freely assignable by Sherman Oaks to the Seller Parties, have not been modified, amended xx xxxxgnedor assigned, are legally valid, binding and enforceable against Sherman Oaks and, following closing, the applicable Seller Parties (and, to the xxxx xf best of the Seller Parties' Knowledge, against the other parties to such Tenant Leases) in accordance with their respective terms and are in full force and effect; (ii) there are no monetary defaults and no material nonmonetary defaults by Sherman Oaks the applicable Seller Party or, to the best of the Seller Parties' Knowledge, any oxxxx xxrty other party to the Tenant Leases; (iii) Sherman Oaks no Seller Party has not received written notice of any default, offset, xxxxxxrclaim counterclaim or defense under any of the Tenant Leases; and (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by Sherman Oaks or any Seller Party of the terms of any of the Tenant Lxxxxx; and (v) upon the closing of the transaction under the Sherman Oaks Purchase Agreement, the Tenant Leases will be freely asxxxxxxxe by the Seller Parties to the Acquisition SubLeases. (mn) The Xxxxxxxxx Real Property constitutes all the land and improvements used by Sherman Oaks Xxxxxxxxx Operator in connection with the operation of Xxxxxxxxx Hospital and the Xxxxxx Springs Real Property constitutes all the land and improvements used by Xxxxxx Springs Real Property in connection with the operation of Xxxxxx Springs Hospital, it bexxx xxxerstood being understood that certain administrative activities relating to such operations are not conducted at the Real Property.