Common use of Title to and Condition of Real Property Clause in Contracts

Title to and Condition of Real Property. (a) Schedule 7.5(a) contains descriptions of all of the fee simple interests in real property owned by the Sellers (the "Owned Real Property"). With respect to each parcel of Owned Real Property: (i) as of Closing, such parcel is free and clear of all Liens (other than any Permitted Lien) and the Sellers have good and marketable fee simple title thereto; (ii) except as set forth in Schedule 7.5(b), there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein. The Real Property listed in Schedule 7.5(a) and Schedule 7.5(b) includes all such properties necessary to conduct the business and operation of the Stations as now conducted. (b) The leases and subleases described on Schedule 7.5(b) constitute all of the leases to which the Sellers are a party (the "Leases"). Each Lease is in full force and effect and the Sellers hold a valid and existing leasehold or subleasehold interest thereunder in the real property (including any tower space) which is subject thereto (collectively, the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The Real Property constitutes all of the interests in real property held or used by the Sellers and the Stations. The Sellers have delivered to the Buyers complete and accurate copies of each of the Leases (excluding any leases relating to the Corporate Headquarters), in each case including all modifications and amendments thereto. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any consent described on Schedule 7.3, the consummation of the Closing Transactions will not cause a breach or default under such Lease or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on substantially the same terms as are presently in effect; (iii) the Sellers are not in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default of the Sellers or permit termination, modification or acceleration of, such Lease; (iv) to the Sellers' Knowledge, no other Party to such Lease is in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration of, such Lease; (v) the Sellers have not (and, to the Sellers' Knowledge, no other party to such Lease has) repudiated any provision thereof; (vi) there are no disputes, oral agreements, or forbearances in effect as to such Lease; (vii) such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Buyers; and (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Sellers in such Lease. (c) The Real Property used by the Sellers in the operation of the Stations conforms in all material respects to all lease restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and the Real Property is zoned for the various purposes for which it is currently being used. The Sellers have no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of the Real Property. The transmitting towers, guy anchors, transmitter buildings and related improvements used by the Sellers in the operation of the Stations are located entirely on the Real Property.

Title to and Condition of Real Property. (a) Schedule 7.5(aSeller does not own any fee title in any real property used or held for use in the Business. (b) contains descriptions of As to all of the fee simple interests in real property owned by the Sellers (the "Owned Leased Real Property", Seller holds a valid leasehold interest in such property, not subject or subordinate to any Lien (including reservations, rights of way, possibilities of reverter, encroachments, easements, rights of entry, restrictive covenants, leases and licenses, in each case that materially interfere with Seller’s use of the Leased Real Property). With respect , except for Permitted Liens. (c) Schedule 5.17(c) sets forth a true, complete and correct list of all the Leased Real Property and the parties to each parcel of Owned the Leases. To Seller’s Knowledge, all of the Leased Real Property: Property is zoned so as to permit the current use of such property, and Seller has received no notice of the violation of any zoning or land use requirement. To Seller’s Knowledge, all buildings, improvements (i) as of Closing, such parcel is free and clear of all Liens (other than any Permitted Lien) and the Sellers have good structural elements and marketable fee simple title thereto; (ii) except as set forth in Schedule 7.5(bmechanical systems thereof), there fixtures, machinery, equipment and systems that are no leases, subleases, licenses, concessionsa part of, or other agreementslocated on, written or oral, granting to any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein. The the Leased Real Property listed that Seller occupies or uses are in Schedule 7.5(a) good condition and Schedule 7.5(b) includes all repair and in good working order, ordinary wear and tear excepted, and except, in each case, where a failure to be in such properties necessary condition would not reasonably be expected to be material to the operation of the System, assuming Buyer continues to conduct the business and operation of the Stations System as now currently conducted. Seller has a valid and legally created right of ingress and egress pursuant to a written agreement or instrument with respect to each parcel of Leased Real Property. (bd) The leases Seller has delivered to Buyer true, complete and subleases described on Schedule 7.5(b) constitute correct copies of all of the leases to which the Sellers are a party (the "Leases"). Each Lease is in full force and effect and the Sellers hold a valid and existing leasehold or subleasehold interest thereunder in the real property Leases (including any tower spaceand all amendments or modifications). (e) which Seller is subject thereto (collectively, in compliance in all respects with the "easements on the Leased Real Property" and, together and to Seller’s Knowledge, no event or circumstance has occurred that with the Owned Real Propertynotice, the "Real Property"). The Real Property constitutes all lapse of the interests in real property held time, or used both would constitute an event of default thereunder by the Sellers and the Stations. The Sellers have delivered to the Buyers complete and accurate copies of each of the Leases (excluding any leases relating to the Corporate Headquarters)Seller, in each case including all modifications except for any noncompliance or default, individually or in the aggregate, that has not had and amendments thereto. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any consent described on Schedule 7.3, the consummation of the Closing Transactions will not cause a breach or default under such Lease or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on substantially the same terms as are presently in effect; (iii) the Sellers are not in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default of the Sellers or permit termination, modification or acceleration of, such Lease; (iv) to the Sellers' Knowledge, no other Party to such Lease is in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration of, such Lease; (v) the Sellers have not (and, to the Sellers' Knowledge, no other party to such Lease has) repudiated any provision thereof; (vi) there are no disputes, oral agreementsnot, or forbearances in effect as to such Lease; (vii) such Lease has would not been modified in any respectreasonably be expected to, except to the extent that such modifications are disclosed by the documents delivered to the Buyers; and (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Sellers in such Leasea Material Adverse Effect. (c) The Real Property used by the Sellers in the operation of the Stations conforms in all material respects to all lease restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and the Real Property is zoned for the various purposes for which it is currently being used. The Sellers have no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of the Real Property. The transmitting towers, guy anchors, transmitter buildings and related improvements used by the Sellers in the operation of the Stations are located entirely on the Real Property.

Title to and Condition of Real Property. (a) The Disclosure Schedule 7.5(asets forth: (i) contains descriptions a description of all of the fee simple interests in real property that is owned by the Sellers Acquired Companies or that constitutes an Acquired Asset (collectively, the "Owned Real Property"), which description includes: (A) the land comprising the Real Property and all buildings, improvements, structures, and fixtures located thereon (the "Improvements") (including the owner thereof, whether an Acquired Company, Xxxxxx, PHC, an Affiliate thereof or other entity), and all easements, rights-of-way, benefits, hereditaments, and appurtenances thereto and covenants and restrictions thereon (the "Land"); (B) all Vacation Ownership Units that have been constructed on the Land (including all undivided interests with respect thereto), as well as a list of substantially all VOI Inventory that have not been sold and that are owned by any of the Acquired Companies as of November 10, 1999; and (C) all material construction in progress of the Acquired Companies on the Real Property as of the Execution Date; and (ii) a list of all material real property leases (including, without limitation, ground leases and subleases), material easements, material licenses or similar material possessory agreements ("Leases"), pursuant to which Xxxxxx or PHC, or any of their Affiliates (in connection with the Acquired Business) and/or the Acquired Companies is a party or uses or occupies real property, correct and complete (in all material respects) copies of which have been delivered to EFI by the Acquired Companies. With respect Except as set forth on the Disclosure Schedule, the Acquired Companies have good and marketable (including, without limitation, ground leases and subleases) fee simple or leasehold title to each parcel of Owned all Real Property: (i) as of Closing, including VOI Inventory, and good title to all other assets reflected in the Financial Statements or currently owned, and such parcel is Real Property and other assets are free and clear of all Liens Encumbrances (other than except for Permitted Encumbrances). The Real Property as well as the property that is subject to the Leases constitutes all of the real property used, intended to be used or held for use in connection with, necessary for the conduct of, or otherwise material to the Acquired Business as conducted on the date hereof. (b) As of the Execution Date, except as set forth on the Disclosure Schedule hereto: none of the Acquired Companies, Xxxxxx or PHC (in connection with the Acquired Business) (i) owns any Permitted Lien) and the Sellers have good and marketable fee simple title thereto; interest in any real property or any leasehold interest therein or (ii) has entered into any agreements to acquire any additional real property ("Purchase and Option Agreements"); and there are no payments due on any Purchase and Option Agreement during the ninety (90) days following the Closing. Except as set forth on the Disclosure Schedule, with respect to the Leases and the Purchase and Option Agreements, there is no existing material breach or event of default on the part of the Acquired Companies, Xxxxxx or PHC, and, to Sellers' Knowledge, no event has occurred that, with notice or the passage of time, would constitute a material breach and an event of default on the part of the Acquired Companies, Xxxxxx or PHC, or permit termination, cancellation, modification or acceleration that, in either case, would have an Acquired Company Material Adverse Effect. To Sellers' Knowledge, the Leases and the Purchase and Option Agreements are in full force an effect and are valid and binding instruments, enforceable in accordance with their respective terms (subject to bankruptcy, insolvency and other similar laws or equitable principles relating to, affecting or qualifying the rights of creditors generally) and all rental and other payments currently due under each of the Leases and all option and other payments currently due under each of the Purchase and Option Agreements have been duly paid or are outstanding for fewer than thirty (30) days. (c) Except as set forth in the Disclosure Schedule, there is no pending or, to Sellers' Knowledge, threatened (i) condemnation, eminent domain or similar proceeding with respect to any Real Property or (ii) applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Real Property that would have an Acquired Company Material Adverse Effect. Except as set forth in the Disclosure Schedule, there are no pending or, to Sellers' Knowledge, threatened liens, special assessments, condemnations, impositions or increases in assessed valuations with respect to or against any of the Real Property by any governmental authority. Except as set forth in the Disclosure Schedule, neither the Real Property nor the record owners thereof are in violation or non-compliance with any easements, restrictive covenants or other matters of record affecting the Real Property or any part thereof, except to the extent any such violation would not have an Acquired Company Material Adverse Effect. The current zoning classifications of the Real Property are as set forth in the Disclosure Schedule, and except as set forth in Schedule 7.5(b)the Disclosure Schedule, there are no leasesand except as set forth in the Disclosure Schedule, subleasesthe current use of each Real Property is a conforming, licensespermitted use under its respective zoning classification, concessionsand does not otherwise violate any private covenant or restriction, ordinance or other agreementssimilar regulation affecting the Real Property, written except to the extent any such violation would not have an Acquired Company Material Adverse Effect. PRVI does not own any Real Property which has not been properly and legally subdivided under applicable subdivision laws to the extent required for the conduct of the Acquired Business. (d) Except as set forth in the Disclosure Schedule, none of Xxxxxx, PHC or oral, granting to the Acquired Companies has (i) granted any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding options or rights of first refusal to purchase such parcel or lease any of the Real Property, or any portion thereof or interest therein. The , (ii) entered into any agreement to sell or otherwise convey any of the Real Property listed or any portion thereof or interest therein, except in the Ordinary Course of Business, or (iii) entered into any lease of any of the Real Property, or any portion thereof or interest therein. (e) Except as set forth on the Disclosure Schedule, no portion of the Real Property or any interest of Xxxxxx, PHC or the Acquired Companies therein has been alienated, encumbered, conveyed or otherwise transferred except for Consumer Interval Sales and the financing thereof in the Ordinary Course of Business. Except as set forth on the Disclosure Schedule, there are no agreements (whether oral or written) to sell, convey or transfer any VOIs, except sales and financing of VOIs in the Ordinary Course of Business. (f) Xxxxxx and the Acquired Companies have made or caused to be made available to EFI complete and correct copies of each deed for each parcel of Real Property vesting fee simple ownership of such Real Property in the applicable Acquired Company and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental and geotechnical reports and audits, appraisals, permits, other title documents and other documents relating to or otherwise affecting the Real Property, the operations of the Acquired Companies thereon or any other uses thereof, in each case, in the actual possession of Xxxxxx and the Acquired Companies or any of their counsel. Except as set forth on the Disclosure Schedule, to Sellers' Knowledge, each Acquired Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and there are no contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which they are currently being used, except for such restrictions that would not have an Acquired Company Material Adverse Effect. (g) With respect to each of the Leases constituting part of the Real Property, except as otherwise set forth on the Disclosure Schedule 7.5(awith respect to each such Lease, none of Xxxxxx, PHC or any Acquired Company has: (i) received any notice of cancellation, termination, modification or acceleration under such Lease and Schedule 7.5(bno lessor/sublessor or lessee/sublessee has any right of termination, cancellation, modification or acceleration under such Lease except as set forth therein, or (ii) includes assigned, sublet or otherwise encumbered all or any portion of its interest under such properties necessary Leases, except in connection with a collateral assignment thereof. (h) Except as set forth on the Disclosure Schedule, or where the failure to conduct obtain such certificates or permits would not have an Acquired Company Material Adverse Effect, all the business improved Real Property is occupied under current certificates of occupancy, fire underwriting certificates or similar permits, and the transactions contemplated by this Agreement will not require the issuance of any new or amended certificates of occupancy, fire underwriting certificates or similar permits. (i) Except as set forth on the Disclosure Schedule, (i) all water, sewer, gas, electric, telephone, and drainage facilities, and other utilities required by law for the normal and proper operation of the Stations as now conductedReal Property are installed to the property lines and are connected with valid Permits, and are adequate to serve the Real Property for its current use and to permit material compliance with all requirements of law, and (ii) all utilities serving the Real Property enter the Real Property through currently effective public or private easements, and to Sellers' Knowledge, no fact or condition exists which would result in the termination or diminution of such utility services to the Real Property. (bj) The leases Except as set forth on the Disclosure Schedule and, except as would not have an Acquired Company Material Adverse Effect, (i) the Real Property are independent units which do not now rely on any facilities (other than facilities of municipalities or public utilities) located on any property that is not part of the Real Property to fulfill any zoning, building code or other municipal or other governmental regulation, or for the furnishing of any essential building systems or utilities (including drainage facilities, catch basins and subleases described retention ponds), and (ii) no other building or other property which is not part of the Real Property relies upon any part thereof to fulfill any municipal or other governmental requirement, or for the furnishing of any essential building systems or utilities. (k) Except as set forth on Schedule 7.5(bthe Disclosure Schedule, (i) constitute the Improvements do not encroach in any manner into adjacent real property or upon any building restriction line or set-back area established by any zoning ordinance or agreement that would have an Acquired Company Material Adverse Effect, (ii) there are no encroachments (pursuant to recorded documents or otherwise) into the Real Property or into the areas of any easements existing for the benefit of and appurtenant to the Real Property by improvements located on property adjacent to the Real Property, that would have an Acquired Company Material Adverse Effect, (iii) neither the Real Property, nor any portion thereof lies within flood hazard areas designated in accordance with the Department of Housing and Urban Development, Federal Insurance Administration, Special Flood Hazard Area Maps, (iv) each parcel of Real Property has access to, and is contiguous with, a publicly dedicated right-of-way, and (v) all of the leases Land comprising each such parcel of Real Property is contiguous. (l) PRVI as successor in interest to which Outerbanks Beach Club, Inc. is the Sellers owner and operator of a certain sewage treatment plant located at Sunset Bay, Kill Devil Hills, North Carolina, and Peppertree Resorts Management, Inc., as agent for certain Associations, operates sewage treatment plant located at Atlantic Beach, North Carolina. PRVI and Peppertree Resorts Management, Inc. have to the extent applicable obtained all necessary permits and approvals to operate such sewage treatment plants, are a party (in material compliance therewith, and all such permits and approvals, and all agreements entered into in connection with the "Leases"). Each Lease is sewage treatment plants, are in full force and effect and set forth on the Sellers hold a valid and existing leasehold Disclosure Schedule. PRVI has performed or subleasehold interest thereunder in the real property (including any tower space) which is subject thereto (collectively, the "Leased Real Property" and, together complied with the Owned Real Property, the "Real Property"). The Real Property constitutes all of the interests in real property held terms, conditions and obligations to be performed or used complied with by PRVI under that certain Settlement Agreement with the Sellers Town of Kill Devil Hills, dated April 2, 1999, and has obtained the Stations. The Sellers conditional use permit described therein. (m) Except as set forth on the Disclosure Schedule or except as would not have delivered to the Buyers complete and accurate copies of each of the Leases (excluding any leases relating to the Corporate Headquarters), in each case including all modifications and amendments thereto. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any consent described on Schedule 7.3an Acquired Company Material Adverse Effect, the consummation of the Closing Transactions will not cause a breach or default under such Lease or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on substantially the same terms as are presently in effect; (iii) the Sellers Acquired Companies are not in breach violation of any Encumbrance or default underany other covenant or restriction of record, and no event has occurred whichbuilding, with notice improvement or lapse of timestructure interferes with, would constitute such a breach encroaches upon, or default of restricts the Sellers or permit termination, modification or acceleration use of, such Lease; (iv) to the Sellers' Knowledge, no other Party to such Lease is in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration of, such Lease; (v) the Sellers have not (and, to the Sellers' Knowledge, no other party to such Lease has) repudiated any provision thereof; (vi) there are no disputes, oral agreements, or forbearances in effect as to such Lease; (vii) such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Buyers; and (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Sellers in such Lease. (c) The Real Property used by the Sellers in the operation of the Stations conforms in all material respects to all lease restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and the Real Property is zoned for the various purposes for which it is currently being used. The Sellers have no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of the Real Property. The transmitting towers, guy anchors, transmitter buildings and related improvements used by the Sellers in the operation of the Stations are located entirely on easement burdening the Real Property. (n) Except as set forth on the Disclosure Schedule or except as would not have an Acquired Company Material Adverse Effect, the Real Property and the real property subject to the Leases, and all of the Improvements with respect thereto are (i) in good operating condition and repair (and no material maintenance or repair of the Improvements are required), (ii) free and clear of any defects, except such defects as do not materially interfere with the use thereof in the Ordinary Course of Business, and (iii) able to serve the functions for which they are currently used in all material respects.

Title to and Condition of Real Property. (a) Schedule 7.5(a) SCHEDULE 3.5 contains descriptions of all an accurate description of the fee simple interests in real property owned by the Sellers (the "Owned Real Property"). With respect to each parcel of Owned Real Property: (i) as of Closing, such parcel is free and clear of all Liens (other than any Permitted Lien) and the Sellers have good and marketable fee simple title thereto; (ii) except as set forth in Schedule 7.5(b), there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein. The Real Property listed on SCHEDULE 3.5 comprises all of the real property interests owned or held by Sellers and used or useful in Schedule 7.5(a) and Schedule 7.5(b) includes all such properties necessary to the conduct of the business and operation operations of the Stations as now currently conducted. (b) The leases Subject to the Permitted Liens, Sellers have good, marketable and subleases insurable fee simple title in and to each owned parcel of Real Property described in SCHEDULE 3.5. (c) There is no pending condemnation or similar proceeding affecting the owned Real Property or any portion thereof, and, to Sellers' knowledge, no such action is contemplated or threatened. (d) Sellers have not received any notice from any insurance company of any defects or inadequacies in any title to the owned Real Property or any part thereof, other than liens or encumbrances that would not adversely affect the insurability of the owned Real Property or the premiums for the insurance thereof. (e) Sellers have not received any notice from any insurance company which has issued any Seller a policy of title insurance with respect to any portion of the owned Real Property or by any underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which compliance has not been made. (f) Other than Sellers and any other party identified as a tenant of any Seller in SCHEDULE 3.7, there are no parties in possession of any portion of the owned Real Property, whether as lessees, tenants at will, trespassers or otherwise. (g) There is no law, ordinance, order or regulation, including, without limitation, the Americans with Disabilities Act of 1990, as amended, under which Sellers have received a written notice of violation, which requires any material expenditure to remediate, remedy, remove, modify or improve any of the owned Real Property in order to bring it into compliance therewith. (h) Sellers have not received any written notice of any governmental proceeding that would materially impair or curtail access to and from the owned Real Property. (i) As of the date hereof, there are no structural, electrical, mechanical, plumbing, air conditioning, heating or other defects in the building or structures used by any Seller and located on Schedule 7.5(bthe owned Real Property that adversely affect in any material respect the applicable Sellers' use of such buildings or structures as currently used, and the roofs of each such building or structure are free from leaks and in good condition, reasonable wear and tear excepted. (j) constitute Other than the Permitted Liens, no claim, demand, suit, proceeding or litigation of any kind is pending or, to the knowledge of Sellers, threatened which would affect or limit Buyers' use of the owned Real Property in the manner now used by Sellers. (k) Sellers are in material compliance with their obligations under all of the leases to which the Sellers are a party Leases included in SCHEDULE 3.5 (the "Real Property Leases"). Each Lease is in full force and effect and the Sellers hold a valid and existing leasehold or subleasehold interest thereunder in the real property (including any tower space) which is subject thereto (collectively, the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The All Real Property constitutes all of the interests in real property held or used by the Sellers and the Stations. The Sellers have delivered to the Buyers complete and accurate copies of each of the Leases (excluding any leases relating to the Corporate Headquarters), in each case including all modifications and amendments thereto. With respect to each Lease: (i) such Lease is legal, are valid, bindingbinding and enforceable in accordance with their respective terms, enforceable and in full force and effect; (ii) subject to obtaining any consent described on Schedule 7.3, except as enforceability may be limited by laws affecting the consummation enforcement of the Closing Transactions will not cause a breach creditor rights or default under such Lease or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on substantially the same terms as are presently in effect; (iii) the Sellers are not in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default of the Sellers or permit termination, modification or acceleration of, such Lease; (iv) to the equitable principles generally. To Sellers' Knowledge, no other Party to such Lease is in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration of, such Lease; (v) the Sellers have not (and, to the Sellers' Knowledgeknowledge, no other party to such Lease has) repudiated any provision thereof; (vi) there are no disputes, oral agreements, or forbearances in effect as to such Lease; (vii) such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Buyers; and (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Sellers in such Lease. (c) The Real Property used by the Sellers in the operation of the Stations conforms in all material respects to all lease restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and the Real Property Leases is zoned for the various purposes for which it is currently being used. The Sellers have no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of the Real Property. The transmitting towers, guy anchors, transmitter buildings and related improvements used by the Sellers in the operation of the Stations are located entirely on the Real Propertymaterial default thereunder.

Title to and Condition of Real Property. (a) Schedule 7.5(a) 3.5 contains descriptions a complete and accurate description of all the Real Property and each Seller’s interests therein (including whether the Seller’s interest in the Real Property is fee simple, leasehold, subleasehold or otherwise, and the street address of the fee simple interests in real property owned by the Sellers (the "Owned each such tract of Real Property"), and Seller’s have provided Buyer with true and correct copies of any and all leases, subleases, licenses and other contracts (collectively, the “Leases”) for any interest in the Real Property. With respect to each parcel of Owned leasehold or subleasehold interest included in the Real Property: , (i) each of the Leases are in full force and effect, (ii) to the best of Sellers’ knowledge, no landlord, sublandlord or licensor under any Lease is in default thereunder, and (iii) so long as Sellers fulfill their obligations under the lease therefor, Sellers have enforceable rights to nondisturbance and quiet enjoyment, and no third party holds any interest in the leased premises with the right to foreclose upon Sellers’ leasehold or subleasehold interest except as disclosed in Schedule 3.5. A Seller has good, indefeasible and marketable fee simple title to all of Closing, such parcel is the owned Real Property free and clear of all Liens (liens, mortgages, pledges, covenants, easements, restrictions, leases, charges and other than claims and encumbrances of any Permitted Lien) nature whatsoever except for recorded easements and the Sellers have good subdivision restrictions of record and marketable fee simple title thereto; (ii) except as set forth liens for taxes not yet due and payable and mortgages described in Schedule 7.5(b), there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person 3.5. A Seller has the right of use or occupancy of any portion of such parcel; to quiet enjoyment and (iii) there are no outstanding options or rights of first refusal possession to purchase such parcel or any portion thereof or interest thereinthe other interests in Real Property. The Real Property listed is in Schedule 7.5(a) compliance in all material respects with all applicable ordinances, subdivision, building, zoning and Schedule 7.5(b) other applicable laws. No action or proceeding has been commenced or remains pending, nor to the best knowledge of Sellers, is threatened or proposed, to condemn or take by eminent domain or other governmental action all or any portion of the Real Property. The Real Property includes all such properties real property necessary to conduct the business and operation operations of the Stations as now conducted. (b) The leases and subleases described on Schedule 7.5(b) constitute all of the leases to which the Sellers are a party (the "Leases"). Each Lease is in full force and effect conducted and the Sellers hold a valid have full legal and existing leasehold or subleasehold interest thereunder in the real property (including any tower space) which is subject thereto (collectively, the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The Real Property constitutes all of the interests in real property held or used by the Sellers and the Stations. The Sellers have delivered to the Buyers complete and accurate copies of each of the Leases (excluding any leases relating to the Corporate Headquarters), in each case including all modifications and amendments thereto. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any consent described on Schedule 7.3, the consummation of the Closing Transactions will not cause a breach or default under such Lease or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on substantially the same terms as are presently in effect; (iii) the Sellers are not in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default of the Sellers or permit termination, modification or acceleration of, such Lease; (iv) to the Sellers' Knowledge, no other Party to such Lease is in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration of, such Lease; (v) the Sellers have not (and, to the Sellers' Knowledge, no other party to such Lease has) repudiated any provision thereof; (vi) there are no disputes, oral agreements, or forbearances in effect as to such Lease; (vii) such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Buyers; and (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Sellers in such Lease. (c) The Real Property used by the Sellers in the operation of the Stations conforms in all material respects practical access to all lease restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and the Real Property is zoned for the various purposes for which it is currently being used. The Sellers have no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of the Real Property. The transmitting Real Property has unrestricted access to public roads which lie adjacent to and abut the Real Property or which are accessible by, through or under a private easement in favor of a Seller, and there are no encroachments onto or from the Real Property. All facilities on the Real Property are supplied with utilities and other services necessary for the operation of the Stations. All towers, guy anchors, transmitter and buildings and related other improvements used by the Sellers included in the operation of the Stations Assets are located entirely on the Real PropertyProperty listed in Schedule 3.5. All Real Property (including the improvements thereon) (i) is in good condition and repair consistent with its present use (normal wear and tear excepted), and (ii) is available for immediate use in the conduct of the business and operations of the Stations.

Title to and Condition of Real Property. (a) Schedule 7.5(a) 3.5 contains descriptions of all an accurate description of the fee simple interests in real property owned by the Sellers (the "Owned Real Property"). With respect to each parcel of Owned Real Property: (i) as of Closing, such parcel is free and clear of all Liens (other than any Permitted Lien) and the Sellers have good and marketable fee simple title thereto; (ii) except as set forth in Schedule 7.5(b), there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein. The Real Property listed on Schedule 3.5 comprises all of the real property interests owned or held by Sellers and used or useful in Schedule 7.5(a) and Schedule 7.5(b) includes all such properties necessary to the conduct of the business and operation operations of the Stations as now currently conducted. (b) The leases Subject to the Permitted Liens, Sellers have good, marketable and subleases insurable fee simple title in and to each owned parcel of Real Property described in Schedule 3.5. (c) There is no pending condemnation or similar proceeding affecting the owned Real Property or any portion thereof, and, to Sellers' knowledge, no such action is contemplated or threatened. (d) Sellers have not received any notice from any insurance company of any defects or inadequacies in any title to the owned Real Property or any part thereof, other than liens or encumbrances that would not adversely affect the insurability of the owned Real Property or the premiums for the insurance thereof. (e) Sellers have not received any notice from any insurance company which has issued any Seller a policy of title insurance with respect to any portion of the owned Real Property or by any underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which compliance has not been made. (f) Other than Sellers and any other party identified as a tenant of any Seller in Schedule 3.7, there are no parties in possession of any portion of the owned Real Property, whether as lessees, tenants at will, trespassers or otherwise. (g) There is no law, ordinance, order or regulation, including, without limitation, the Americans with Disabilities Act of 1990, as amended, under which Sellers have received a written notice of violation, which requires any material expenditure to remediate, remedy, remove, modify or improve any of the owned Real Property in order to bring it into compliance therewith. (h) Sellers have not received any written notice of any governmental proceeding that would materially impair or curtail access to and from the owned Real Property. (i) As of the date hereof, there are no structural, electrical, mechanical, plumbing, air conditioning, heating or other defects in the building or structures used by any Seller and located on Schedule 7.5(bthe owned Real Property that adversely affect in any material respect the applicable Sellers' use of such buildings or structures as currently used, and the roofs of each such building or structure are free from leaks and in good condition, reasonable wear and tear excepted. (j) constitute Other than the Permitted Liens, no claim, demand, suit, proceeding or litigation of any kind is pending or, to the knowledge of Sellers, threatened which would affect or limit Buyers' use of the owned Real Property in the manner now used by Sellers. (k) Sellers are in material compliance with their obligations under all of the leases to which the Sellers are a party Leases included in Schedule 3.5 (the "Real Property Leases"). Each Lease is in full force and effect and the Sellers hold a valid and existing leasehold or subleasehold interest thereunder in the real property (including any tower space) which is subject thereto (collectively, the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The All Real Property constitutes all of the interests in real property held or used by the Sellers and the Stations. The Sellers have delivered to the Buyers complete and accurate copies of each of the Leases (excluding any leases relating to the Corporate Headquarters), in each case including all modifications and amendments thereto. With respect to each Lease: (i) such Lease is legal, are valid, bindingbinding and enforceable in accordance with their respective terms, enforceable and in full force and effect; (ii) subject to obtaining any consent described on Schedule 7.3, except as enforceability may be limited by laws affecting the consummation enforcement of the Closing Transactions will not cause a breach creditor rights or default under such Lease or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on substantially the same terms as are presently in effect; (iii) the Sellers are not in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default of the Sellers or permit termination, modification or acceleration of, such Lease; (iv) to the equitable principles generally. To Sellers' Knowledge, no other Party to such Lease is in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration of, such Lease; (v) the Sellers have not (and, to the Sellers' Knowledgeknowledge, no other party to such Lease has) repudiated any provision thereof; (vi) there are no disputes, oral agreements, or forbearances in effect as to such Lease; (vii) such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Buyers; and (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Sellers in such Lease. (c) The Real Property used by the Sellers in the operation of the Stations conforms in all material respects to all lease restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and the Real Property Leases is zoned for the various purposes for which it is currently being used. The Sellers have no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of the Real Property. The transmitting towers, guy anchors, transmitter buildings and related improvements used by the Sellers in the operation of the Stations are located entirely on the Real Propertymaterial default thereunder.

Title to and Condition of Real Property. (a) Schedule 7.5(a1.2(b) contains descriptions of all of the fee simple interests in Seller's real property owned by the Sellers (the "Owned Real Property"). With interests, which consist solely of leasehold interests and easements, and rights in and agreements with respect to each parcel of Owned Real Property: (i) as of Closingto, such parcel is free and clear of all Liens (other than any Permitted Lien) and the Sellers have good and marketable fee simple title thereto; (ii) except as set forth real property used or held for use in Schedule 7.5(b), there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein. The Real Property listed in Schedule 7.5(a) and Schedule 7.5(b) includes all such properties necessary to conduct the business and connection with Seller's operation of the Stations as now conducted. Station (b) The leases and subleases described on Schedule 7.5(b) constitute all of the leases to which the Sellers are a party (the "Leases"). Each Lease is in full force and effect and the Sellers hold a valid and existing leasehold or subleasehold interest thereunder in the real property (including any tower space) which is subject thereto (collectively, the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). Seller has not assigned title to the non-fee estates identified on Schedule 1.2(b) or otherwise taken, or failed to take, any action which would adversely affect Seller's title therein. Except for leases listed as Excluded Assets under Section 1.3 hereof, listed in Schedule 1.2(b) are all leases to which Seller is a party and which relate to real property used or useful in the operation of the Station (the "Real Property Leases"). The Real Property constitutes all Leases constitute valid and binding obligations of the interests in real property held or used by the Sellers Seller and, to Seller's knowledge, of all other parties thereto, and the Stations. The Sellers have delivered to the Buyers complete and accurate copies of each of the Leases (excluding any leases relating to the Corporate Headquarters), in each case including all modifications and amendments thereto. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any consent described on Schedule 7.3, the consummation of the Closing Transactions will not cause a breach or default under such Lease or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and are in full force and effect as of the date hereof. Except as disclosed on substantially Schedule 1.2(b), Seller is not in material default under any of Real Property Leases, and to Seller's knowledge, the same terms as are presently in effect; (iii) the Sellers other parties to such Real Property Leases are not in breach default thereunder. Seller has not received or given written notice of any default under, and no event has occurred which, with notice thereunder from or lapse of time, would constitute such a breach or default to any of the Sellers or permit termination, modification or acceleration of, other parties thereto. Schedule 1.2(b) lists all third party consents necessary to assign such Lease; (iv) to the Sellers' Knowledge, no other Party to such Lease is in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration of, such Lease; (v) the Sellers have not (and, to the Sellers' Knowledge, no other party to such Lease has) repudiated any provision thereof; (vi) there are no disputes, oral agreements, or forbearances in effect as to such Lease; (vii) such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Buyers; and (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Sellers in such Lease. (c) The Real Property used by the Sellers in the operation of the Stations conforms in Leases. Except as disclosed on Schedule 1.2(b), Seller has all material respects requisite power and authority to all lease restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and assign its rights under the Real Property is zoned for Leases listed in Schedule 1.2(b) to Buyer in accordance with this Agreement on terms and conditions no less favorable than those in effect on the various purposes for which it is currently being used. The Sellers have no knowledge date hereof, and such assignment will not affect the validity, enforceability or continuity of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of the Real Property. The transmitting towers, guy anchors, transmitter buildings and related improvements used by the Sellers in the operation of the Stations are located entirely on the Real Propertysuch leases.

Title to and Condition of Real Property. (a1) Schedule 7.5(a4.9(1) contains descriptions a complete and accurate description of all the Real Property and the Company's interest therein. (2) The Company has good, marketable and insurable fee simple title to all of the fee simple interests in real property owned by the Sellers (the "Owned Real Property"). With respect to each parcel of Owned Real Property: (i) as of Closing, such parcel is Property free and clear of all Liens (Encumbrances, except for Permitted Liens, and no portion of the Real Property is included in a Tax parcel that includes property other than any Permitted LienReal Property. (3) Schedule 4.9(3) contains a complete and accurate description of all the Leased Property and of the applicable lease creating the Company's interest in the Leased Property (the "Ground Leases") and the Sellers have good terms of the Company's interest therein. The Company has good, marketable and marketable fee simple insurable leasehold title thereto; to all of the Leased Property described on Schedule 4.9(3) free and clear of all Encumbrances, except for Permitted Liens. The Company has delivered to Xxxx true and complete copies of all of the Ground Leases. (ii4) except as set forth in Schedule 7.5(b)4.9(4) contains a complete and accurate description of all leases of the Real Property and Leased Property pursuant to which the Company is the landlord or sublandlord, there (the "Tenant Leases") and the Company has delivered true and complete copies of the Tenant Leases to Xxxx. There are no leases, subleases, licenses, concessions, leases or other agreementsagreements relating to occupancy of the Real Property or Leased Property, written or oral, granting except for the Tenant Leases and no Person other than the tenants under the Tenant Leases has any right to any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding options the Real Property or rights of first refusal to purchase such parcel or any portion thereof or interest thereinLeased Property. The Real Property listed in Schedule 7.5(a) Company is the lessor or landlord or the successor lessor or landlord under the Tenant Leases free and Schedule 7.5(b) includes clear of all such properties necessary Encumbrances except for the Permitted Liens and is entitled to conduct receive the business rents, issues and operation of profits from the Stations as now conductedTenant Leases. (b5) The leases and subleases described Except as disclosed on Schedule 7.5(b) constitute all of the leases to which the Sellers are a party (the "Leases"). Each Lease is in full force and effect and the Sellers hold a valid and existing leasehold or subleasehold interest thereunder in the real property (including any tower space) which is subject thereto (collectively, the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The Real Property constitutes all of the interests in real property held or used by the Sellers and the Stations. The Sellers have delivered to the Buyers complete and accurate copies of each of the Leases (excluding any leases relating to the Corporate Headquarters4.9(l), in each case including all modifications and amendments thereto. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any consent described on Schedule 7.3, the consummation of the Closing Transactions will not cause a breach or default under such Lease or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on substantially the same terms as are presently in effect; (iii) the Sellers are not in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default of the Sellers or permit termination, modification or acceleration of, such Lease; (iv) to the Sellers' Knowledge, no other Party to such Lease is in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration of, such Lease; (v) the Sellers have not (and, to the Sellers' Knowledge, no other party to such Lease has) repudiated any provision thereof; (vi) there are no disputes, oral agreements, or forbearances in effect as to such Lease; (vii) such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Buyers; and (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Sellers in such Lease. (c) The Real Property used by the Sellers in the operation of the Stations conforms in all material respects to all lease restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and the Real Property is zoned for the various purposes for which it is currently being used. The Sellers have no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of the Real Property. The transmitting towers, guy anchors, transmitter buildings buildings, and related other improvements used owned by the Sellers in the operation of the Stations Company are located entirely on the Real Property listed on Schedule 4.9(1). (6) All Real Property (i) is available for immediate use in the conduct of the business and operations of the Station and (ii) complies in all material respects with all applicable building, fire, health, handicapped persons, sanitation, use and occupancy or zoning Laws and the regulations of any Governmental Authority having jurisdiction thereof. There is no pending or, to the Company's Knowledge, threatened condemnation or eminent domain proceedings that would affect the Real Property, or any part thereof and the Company has full legal and practical access to the Real Property and all utilities are available to the Real Property from a publicly dedicated right of way or through a valid private easement. The Company has furnished to Xxxx copies of any and all notices or reports received from any insurance company, engineer, or Governmental Authority with respect to any violations (or potential violations) of any applicable law affecting the Real Property or otherwise requiring or recommending work be performed on or at any of the Real Property (or improvements thereon), and all of the violations and requirements set forth in any such notices and reports have been cured or fulfilled to the satisfaction of those entities.

Title to and Condition of Real Property. (a) Schedule 7.5(a3.5(a) contains descriptions of all a list of the Real Property owned by each Seller at which the Stations are located. Except as set forth on Schedule 3.5(a), each Seller has, and on the Closing Date will have, good, clear, record and marketable title to their respectively owned Real Property in fee simple interests in real property owned by the Sellers (the "Owned Real Property"). With respect to each parcel of Owned Real Property: (i) as of Closingabsolute, such parcel is free and clear of all Liens (other than any Permitted Lien) and the Sellers have good and marketable fee simple title thereto; (ii) except as set forth in Schedule 7.5(b)liens, there are no mortgages, pledges, covenants, easements, restrictions, encroachments, leases, subleasescharges, licensesand other claims and encumbrances, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein. The Real Property listed in Schedule 7.5(a) and Schedule 7.5(b) includes all such properties necessary to conduct the business and operation of the Stations as now conductedexcept for Permitted Liens. (b) The leases Seller has provided copies of all surveys and subleases described plot plans in its possession for all Real Property listed on Schedule 7.5(b) constitute all of the leases to which the Sellers are a party (the "Leases"3.5(a). Each Lease is in full force All buildings, USTs, Personal Property, cesspools, leaching fields, driveways, garages, means of access and effect and the Sellers hold a valid and existing leasehold or subleasehold interest thereunder other improvements included in the real property (including any tower space) which is subject thereto (collectively, the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The Real Property constitutes all of the interests in real property held or used by the Sellers and the Stations. The Sellers have delivered to the Buyers complete and accurate copies of each of the Leases (excluding any leases relating to the Corporate Headquarters), in each case including all modifications and amendments thereto. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any consent described on Schedule 7.3, the consummation of the Closing Transactions will not cause a breach or default under such Lease or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on substantially the same terms as are presently in effect; (iii) the Sellers are not in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default of the Sellers or permit termination, modification or acceleration of, such Lease; (iv) to the Sellers' Knowledge, no other Party to such Lease is in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration of, such Lease; (v) the Sellers have not (and, to the Sellers' Knowledge, no other party to such Lease has) repudiated any provision thereof; (vi) there are no disputes, oral agreements, or forbearances in effect as to such Lease; (vii) such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Buyers; and (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Sellers in such Lease. (c) The Real Property used by the Sellers in the operation of the Stations conforms in all material respects to all lease restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and the Real Property is zoned for the various purposes for which it is currently being used. The Sellers have no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of the Real Property. The transmitting towers, guy anchors, transmitter buildings and related improvements used by the Sellers in the operation of the Stations Assets are located entirely on the Real Property listed in Schedule 3.5(a). and do not encroach upon or under any property of any other person or entity, and no buildings, structures, personal property or other improvements encroach upon or under the Real Property from adjacent properties except as disclosed on Schedule 3.5(b). Each Seller enjoys peaceful and quiet possession of its respectively owned Real Property. (c) Except as disclosed on Schedule 3.5(c), no Seller has received any written notice of violations of any applicable zoning, building, health, traffic, subdivision or flood control regulation, ordinance or other law, order, regulation or requirement relating to any of the Real Property and to the knowledge of each Seller there are no such violations. (d) No Seller has knowledge of any breaches, liens, encumbrances, easements, rights of way, building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use, possession or quiet enjoyment of the Real Property and Assets in the usual and normal conduct of the Stations. (e) Seller has no knowledge of any pending or proposed municipal betterments for which a lien could be imposed on the Real Property. (f) Each parcel of Real Property has a certificate of occupancy issued by the applicable local zoning or permitting authority permitting the current use of such Real Property.

Title to and Condition of Real Property. (a) The Disclosure Schedule 7.5(asets forth: (i) contains descriptions a description of all of the fee simple interests in real property that is owned by the Sellers Acquired Companies or that constitutes an Acquired Asset (collectively, the "Owned Real Property"), which description includes: (A) the land comprising the Real Property and all buildings, improvements, structures, and fixtures located thereon (the "Improvements") (including the owner thereof, whether an Acquired Company, Kinsxx, XXC, an Affiliate thereof or other entity), and all easements, rights-of-way, benefits, hereditaments, and appurtenances thereto and covenants and restrictions thereon (the "Land"); (B) all Vacation Ownership Units that have been constructed on the Land (including all undivided interests with respect thereto), as well as a list of substantially all VOI Inventory that have not been sold and that are owned by any of the Acquired Companies as of November 10, 1999; and (C) all material construction in progress of the Acquired Companies on the Real Property as of the Execution Date; and (ii) a list of all material real property leases (including, without limitation, ground leases and subleases), material easements, material licenses or similar material possessory agreements ("Leases"), pursuant to which Kinsxx xx PHC, or any of their Affiliates (in connection with the Acquired Business) and/or the Acquired Companies is a party or uses or occupies real property, correct and complete (in all material respects) copies of which have been delivered to EFI by the Acquired Companies. With respect Except as set forth on the Disclosure Schedule, the Acquired Companies have good and marketable (including, without limitation, ground leases and subleases) fee simple or leasehold title to each parcel of Owned all Real Property: (i) as of Closing, including VOI Inventory, and good title to all other assets reflected in the Financial Statements or currently owned, and such parcel is Real Property and other assets are free and clear of all Liens Encumbrances (other than except for Permitted Encumbrances). The Real Property as well as the property that is subject to the Leases constitutes all of the real property used, intended to be used or held for use in connection with, necessary for the conduct of, or otherwise material to the Acquired Business as conducted on the date hereof. (b) As of the Execution Date, except as set forth on the Disclosure Schedule hereto: none of the Acquired Companies, Kinsxx xx PHC (in connection with the Acquired Business) (i) owns any Permitted Lien) and the Sellers have good and marketable fee simple title thereto; interest in any real property or any leasehold interest therein or (ii) has entered into any agreements to acquire any additional real property ("Purchase and Option Agreements"); and there are no payments due on any Purchase and Option Agreement during the ninety (90) days following the Closing. Except as set forth on the Disclosure Schedule, with respect to the Leases and the Purchase and Option Agreements, there is no existing material breach or event of default on the part of the Acquired Companies, Kinsxx xx PHC, and, to Sellers' Knowledge, no event has occurred that, with notice or the passage of time, would constitute a material breach and an event of default on the part of the Acquired Companies, Kinsxx xx PHC, or permit termination, cancellation, modification or acceleration that, in either case, would have an Acquired Company Material Adverse Effect. To Sellers' Knowledge, the Leases and the Purchase and Option Agreements are in full force an effect and are valid and binding instruments, enforceable in accordance with their respective terms (subject to bankruptcy, insolvency and other similar laws or equitable principles relating to, affecting or qualifying the rights of creditors generally) and all rental and other payments currently due under each of the Leases and all option and other payments currently due under each of the Purchase and Option Agreements have been duly paid or are outstanding for fewer than thirty (30) days. (c) Except as set forth in the Disclosure Schedule, there is no pending or, to Sellers' Knowledge, threatened (i) condemnation, eminent domain or similar proceeding with respect to any Real Property or (ii) applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Real Property that would have an Acquired Company Material Adverse Effect. Except as set forth in the Disclosure Schedule, there are no pending or, to Sellers' Knowledge, threatened liens, special assessments, condemnations, impositions or increases in assessed valuations with respect to or against any of the Real Property by any governmental authority. Except as set forth in the Disclosure Schedule, neither the Real Property nor the record owners thereof are in violation or non-compliance with any easements, restrictive covenants or other matters of record affecting the Real Property or any part thereof, except to the extent any such violation would not have an Acquired Company Material Adverse Effect. The current zoning classifications of the Real Property are as set forth in the Disclosure Schedule, and except as set forth in Schedule 7.5(b)the Disclosure Schedule, there are no leasesand except as set forth in the Disclosure Schedule, subleasesthe current use of each Real Property is a conforming, licensespermitted use under its respective zoning classification, concessionsand does not otherwise violate any private covenant or restriction, ordinance or other agreementssimilar regulation affecting the Real Property, written except to the extent any such violation would not have an Acquired Company Material Adverse Effect. PRVI does not own any Real Property which has not been properly and legally subdivided under applicable subdivision laws to the extent required for the conduct of the Acquired Business. (d) Except as set forth in the Disclosure Schedule, none of Kinsxx, XXC or oral, granting to the Acquired Companies has (i) granted any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding options or rights of first refusal to purchase such parcel or lease any of the Real Property, or any portion thereof or interest therein. The , (ii) entered into any agreement to sell or otherwise convey any of the Real Property listed or any portion thereof or interest therein, except in the Ordinary Course of Business, or (iii) entered into any lease of any of the Real Property, or any portion thereof or interest therein. (e) Except as set forth on the Disclosure Schedule, no portion of the Real Property or any interest of Kinsxx, XXC or the Acquired Companies therein has been alienated, encumbered, conveyed or otherwise transferred except for Consumer Interval Sales and the financing thereof in the Ordinary Course of Business. Except as set forth on the Disclosure Schedule, there are no agreements (whether oral or written) to sell, convey or transfer any VOIs, except sales and financing of VOIs in the Ordinary Course of Business. (f) Kinsxx xxx the Acquired Companies have made or caused to be made available to EFI complete and correct copies of each deed for each parcel of Real Property vesting fee simple ownership of such Real Property in the applicable Acquired Company and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental and geotechnical reports and audits, appraisals, permits, other title documents and other documents relating to or otherwise affecting the Real Property, the operations of the Acquired Companies thereon or any other uses thereof, in each case, in the actual possession of Kinsxx xxx the Acquired Companies or any of their counsel. Except as set forth on the Disclosure Schedule, to Sellers' Knowledge, each Acquired Company, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and there are no contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which they are currently being used, except for such restrictions that would not have an Acquired Company Material Adverse Effect. (g) With respect to each of the Leases constituting part of the Real Property, except as otherwise set forth on the Disclosure Schedule 7.5(awith respect to each such Lease, none of Kinsxx, XXC or any Acquired Company has: (i) received any notice of cancellation, termination, modification or acceleration under such Lease and Schedule 7.5(bno lessor/sublessor or lessee/sublessee has any right of termination, cancellation, modification or acceleration under such Lease except as set forth therein, or (ii) includes assigned, sublet or otherwise encumbered all or any portion of its interest under such properties necessary Leases, except in connection with a collateral assignment thereof. (h) Except as set forth on the Disclosure Schedule, or where the failure to conduct obtain such certificates or permits would not have an Acquired Company Material Adverse Effect, all the business improved Real Property is occupied under current certificates of occupancy, fire underwriting certificates or similar permits, and the transactions contemplated by this Agreement will not require the issuance of any new or amended certificates of occupancy, fire underwriting certificates or similar permits. (i) Except as set forth on the Disclosure Schedule, (i) all water, sewer, gas, electric, telephone, and drainage facilities, and other utilities required by law for the normal and proper operation of the Stations as now conductedReal Property are installed to the property lines and are connected with valid Permits, and are adequate to serve the Real Property for its current use and to permit material compliance with all requirements of law, and (ii) all utilities serving the Real Property enter the Real Property through currently effective public or private easements, and to Sellers' Knowledge, no fact or condition exists which would result in the termination or diminution of such utility services to the Real Property. (bj) The leases Except as set forth on the Disclosure Schedule and, except as would not have an Acquired Company Material Adverse Effect, (i) the Real Property are independent units which do not now rely on any facilities (other than facilities of municipalities or public utilities) located on any property that is not part of the Real Property to fulfill any zoning, building code or other municipal or other governmental regulation, or for the furnishing of any essential building systems or utilities (including drainage facilities, catch basins and subleases described retention ponds), and (ii) no other building or other property which is not part of the Real Property relies upon any part thereof to fulfill any municipal or other governmental requirement, or for the furnishing of any essential building systems or utilities. (k) Except as set forth on Schedule 7.5(bthe Disclosure Schedule, (i) constitute the Improvements do not encroach in any manner into adjacent real property or upon any building restriction line or set-back area established by any zoning ordinance or agreement that would have an Acquired Company Material Adverse Effect, (ii) there are no encroachments (pursuant to recorded documents or otherwise) into the Real Property or into the areas of any easements existing for the benefit of and appurtenant to the Real Property by improvements located on property adjacent to the Real Property, that would have an Acquired Company Material Adverse Effect, (iii) neither the Real Property, nor any portion thereof lies within flood hazard areas designated in accordance with the Department of Housing and Urban Development, Federal Insurance Administration, Special Flood Hazard Area Maps, (iv) each parcel of Real Property has access to, and is contiguous with, a publicly dedicated right-of-way, and (v) all of the leases Land comprising each such parcel of Real Property is contiguous. (l) PRVI as successor in interest to which Outerbanks Beach Club, Inc. is the Sellers owner and operator of a certain sewage treatment plant located at Sunset Bay, Kill Devil Hills, North Carolina, and Peppertree Resorts Management, Inc., as agent for certain Associations, operates sewage treatment plant located at Atlantic Beach, North Carolina. PRVI and Peppertree Resorts Management, Inc. have to the extent applicable obtained all necessary permits and approvals to operate such sewage treatment plants, are a party (in material compliance therewith, and all such permits and approvals, and all agreements entered into in connection with the "Leases"). Each Lease is sewage treatment plants, are in full force and effect and set forth on the Sellers hold a valid and existing leasehold Disclosure Schedule. PRVI has performed or subleasehold interest thereunder in the real property (including any tower space) which is subject thereto (collectively, the "Leased Real Property" and, together complied with the Owned Real Property, the "Real Property"). The Real Property constitutes all of the interests in real property held terms, conditions and obligations to be performed or used complied with by PRVI under that certain Settlement Agreement with the Sellers Town of Kill Devil Hills, dated April 2, 1999, and has obtained the Stations. The Sellers conditional use permit described therein. (m) Except as set forth on the Disclosure Schedule or except as would not have delivered to the Buyers complete and accurate copies of each of the Leases (excluding any leases relating to the Corporate Headquarters), in each case including all modifications and amendments thereto. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any consent described on Schedule 7.3an Acquired Company Material Adverse Effect, the consummation of the Closing Transactions will not cause a breach or default under such Lease or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on substantially the same terms as are presently in effect; (iii) the Sellers Acquired Companies are not in breach violation of any Encumbrance or default underany other covenant or restriction of record, and no event has occurred whichbuilding, with notice improvement or lapse of timestructure interferes with, would constitute such a breach encroaches upon, or default of restricts the Sellers or permit termination, modification or acceleration use of, such Lease; (iv) to the Sellers' Knowledge, no other Party to such Lease is in breach or default under, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration of, such Lease; (v) the Sellers have not (and, to the Sellers' Knowledge, no other party to such Lease has) repudiated any provision thereof; (vi) there are no disputes, oral agreements, or forbearances in effect as to such Lease; (vii) such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Buyers; and (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Sellers in such Lease. (c) The Real Property used by the Sellers in the operation of the Stations conforms in all material respects to all lease restrictions, restrictive covenants, building codes, and federal, state and local laws, regulations and ordinances, and the Real Property is zoned for the various purposes for which it is currently being used. The Sellers have no knowledge of any pending, threatened or contemplated action to take by eminent domain or otherwise to condemn any part of the Real Property. The transmitting towers, guy anchors, transmitter buildings and related improvements used by the Sellers in the operation of the Stations are located entirely on easement burdening the Real Property. (n) Except as set forth on the Disclosure Schedule or except as would not have an Acquired Company Material Adverse Effect, the Real Property and the real property subject to the Leases, and all of the Improvements with respect thereto are (i) in good operating condition and repair (and no material maintenance or repair of the Improvements are required), (ii) free and clear of any defects, except such defects as do not materially interfere with the use thereof in the Ordinary Course of Business, and (iii) able to serve the functions for which they are currently used in all material respects.