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

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the Company and its subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except The Company and each of its Subsidiaries have good and defensible title to all of their real and personal property owned by them that are material to the business of the Company or such Subsidiary, or to the Company’s financial condition, in each case, free and clear of all liens, encumbrances, and defects, except as set forth on Schedule C to this Agreement, described in the Registration Statement and Prospectus or that do not materially affect the value of the properties of the Company and its subsidiaries have good and marketable title in fee simple to all the real propertiesSubsidiaries, or any part thereof, owned by them (collectivelyconsidered as one enterprise, and do not interfere in any material respect with the use made and proposed to be made of such properties by the Company and its Subsidiaries, considered as one enterprise; and all buildingsof the leases, structures subleases, and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or under which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed Subsidiaries holds or uses properties described in the Registration Statement and Prospectus are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalfull force and effect, state or federal law, rule or regulation (including those pertaining with such exceptions as would not reasonably be expected to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the knowledge rights of the Company or its Subsidiaries under any of the leases, subleases, and other rights mentioned above, or affecting or questioning the rights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by leases, subleases, and other rights. The Company and each of its Subsidiaries have the consents, easements, rights-of-way, or licenses from any Person as are necessary to enable them to conduct their business in the manner described in the Registration Statement and the Operating PartnershipProspectus, no subject to such condemnation qualifications as may be set forth in the Registration Statement and the Prospectus, and except for the consents, easements, rights-of-way, or zoning change is threatened and licenses the lack of which if consummated could have would not have, individually or in the aggregate, a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as otherwise set forth on Schedule C to this Agreementin the Pricing Disclosure Package or such as in the aggregate does not now cause or will in the future cause a Material Adverse Effect, the Company and each of its subsidiaries have own their respective properties as follows: (i) with respect to xxxxx (including leasehold interests and appurtenant personal property) and non-producing oil and natural gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, free and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance clear of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgagespledges, charges, encumbrances, mortgages and restrictions, (ii) with respect to non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the acquisition thereof by the Company or any of its subsidiaries, (iii) with respect to real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, claimsencumbrances, mortgages and restrictions, and (iv) with respect to personal property other than that appurtenant to oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used by the Company or any of its subsidiaries lies in an area which is, or to the knowledge of the Company will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or encumbrances on inaction of another person or affecting entity or his or its ownership, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, the properties and assets continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company or any of its subsidiaries that are required to be disclosed in as presently conducted or as the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither Statement, the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time Prospectus or the giving of notice or both, would constitute a default under any of such leasesPricing Disclosure Package indicates they contemplate conducting, except such defaults as are may be described in the Registration Statement, the Prospectus or the Pricing Disclosure Package or such as in the aggregate do not now cause and Prospectus or that would will not have in the future cause a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except (a) as otherwise set forth on Schedule C to this Agreement, the Company and its subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, the Pricing Disclosure Package and Prospectus subject to no lienor the Prospectus, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property (b) for retail shopping center purposes; all liens, security interestsinterests and similar encumbrances under any liens, mortgages, pledges, charges, claims, restrictions security interests or similar encumbrances on made pursuant to credit facilities or affecting the properties and assets indentures of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental mattersc) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and , the Company has title to its properties as follows: (i) with respect to xxxxx (including leasehold interests and appurtenant personal property) and non-producing oil and natural gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, (ii) with respect to non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the acquisition thereof by the Company, (iii) with respect to real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, and (iv) with respect to personal property other than that appurtenant to oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used by the Company lies in an area which is, or will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction of another person or entity or his or its subsidiaries occupy their leased properties under valid ownership, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company as presently conducted or as the Registration Statement, the Pricing Disclosure Package or the Prospectus indicates the Company contemplates conducting, except as may be properly described in the Registration Statement, the Pricing Disclosure Package or the Prospectus or such as in the aggregate do not now cause and binding leaseswill not in the future cause a Material Adverse Effect.

Title to Real and Personal Property. Except as set forth on Schedule C to this AgreementAHR, the Company Issuer and its subsidiaries have good each Issuer Subsidiary has legal, valid and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable defensible title to all the other assets and properties and assets reflected as owned by it in the consolidated financial statements included Pricing Prospectus and the Prospectus (whether through fee ownership or incorporated by reference or described similar rights of ownership), in the Registration Statement, Pricing Disclosure Package each case free and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance clear of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claimsencumbrances, restrictions or encumbrances on or affecting the properties mortgages and assets of the Company or any of its subsidiaries that defects, except such as are required to be disclosed in both the Registration Statement are disclosed therein Pricing Prospectus and the Prospectus or as could not reasonably be expected, individually or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of any real property or personal property held under lease by AHR, the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties Issuer or any part thereofIssuer Subsidiary is held under a lease that is valid, which if consummated would existing and enforceable by AHR, the Issuer or the Issuer Subsidiaries, as applicable, with such exceptions as are disclosed in the Pricing Prospectus and the Prospectus or as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; none of AHR, and the Issuer or any Issuer Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the knowledge rights of AHR, the Company Issuer or any Issuer Subsidiary under any such lease, with such exceptions as are disclosed in the Pricing Prospectus and the Operating PartnershipProspectus or as could not reasonably be expected, no such condemnation individually or zoning change is threatened and which if consummated could in the aggregate, to have a Material Adverse Effect; no lessee of tenant under any lease to which AHR, the Issuer or any Issuer Subsidiary leases any portion of any of the Properties its property is in default under such lease, except as could not otherwise be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect; none of AHR, the Issuer or any Issuer Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or access to the properties of any of AHR, the leases governing such Properties Issuer or any Issuer Subsidiary except as disclosed in both the Pricing Prospectus and there is no event whichthe Prospectus or as could not otherwise be reasonably expected, but for individually or in the passage aggregate, to have a Material Adverse Effect; title insurance in favor of time AHR, the Issuer or the giving of notice applicable Issuer Subsidiary has been obtained with respect to each property owned by any such entity in an amount that is customary for companies engaged in the same or both, would constitute a default under any of such leasessimilar businesses, except where the failure to maintain such defaults as are described title insurance could not otherwise be reasonably expected, individually or in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not to have a Material Adverse Effect; and none of AHR, the Company Issuer or any Issuer Subsidiary has sold or contracted to sell any real property except as disclosed in both the Pricing Prospectus and its subsidiaries occupy their leased properties under valid and binding leasesthe Prospectus or as could not otherwise be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or tangible personal property described in the Registration Statement, Pricing Disclosure Package the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in such financial statements the aggregate, have a Material Adverse Effect. Any real or tangible personal property described in the Registration Statement, Pricing Disclosure Package and the Time of Sale Prospectus or which are not material in amount or which the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required to Subsidiaries or (B) would not be disclosed reasonably expected, individually or in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each . Each of the Properties properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, ordinances, laws and regulations and deed restrictions or other covenants in all material respects andlaws relating to access to such properties), except if and to the extent there is a failure disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures to complycomply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such failure does not result in property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect and will not result in a forfeiture or reversion of title; none Effect. None of the Company nor any subsidiary or its Subsidiaries has received from any governmental authority or regulatory authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the The Company and its subsidiaries the Subsidiary have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them and material to the business of the Company (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus Statement or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposesits permitted uses; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries the Subsidiary that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows does not know of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; expect as would not result in a Material Adverse Effect, none of the Company nor any subsidiary Subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no does not know of any such condemnation or zoning change which is threatened and which if consummated could would have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, the Pricing Disclosure Package and Prospectus the Prospectus, or that would not have a Material Adverse Effect; and the Company and its subsidiaries the Subsidiary occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses, the Company and its subsidiaries the Material Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected personal property described in the consolidated financial statements Registration Statement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses as being owned by them that are material to the businesses of the Company or such Material Subsidiary, in each case free and clear of all liens, encumbrances and claims, except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of the Material Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration StatementStatement or included or incorporated by reference in the Time of Sale Prospectus and the Prospectuses as being leased by the Company and any of the Material Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus subject to no lienenforceable leases, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required the Material Subsidiaries or (B) would not, individually or in the aggregate, have a Material Adverse Effect. Each of the properties of the Company and the Material Subsidiaries complies with all applicable codes and Applicable Laws (including, without limitation, building and zoning codes, laws and regulations and laws relating to be access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or in documents included or incorporated by reference therein; neither in the Time of Sale Prospectus and the Prospectuses or except for such failures to comply that would not, individually or in the aggregate, interfere in any material respect with the use made and proposed to be made of such property by the Company nor and the Operating Partnership knows of any violation of any municipal, state Material Subsidiaries or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would otherwise have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or the Material Subsidiaries has received from any governmental authority Governmental Authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and the Material Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and the Material Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the The Company and its subsidiaries subsidiaries, including the Operating Partnership, have (or in the case of a Joint Venture, such limited partnership, limited liability company or other joint venture entity has) good and marketable title in fee simple to all the real propertiesto, or a valid leasehold interest in, any part thereofreal property currently leased or owned or controlled by them, or to be leased or owned or to be controlled by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “PropertiesReal Property”) and good and marketable title to any and all the other properties and assets reflected in the consolidated financial statements included or incorporated personal property owned by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its Subsidiaries that is material to the business of the Company or the Operating Partnership, in each case free and clear of all Liens, except as described in the Prospectus or such as would not reasonably be expected to result in a Material Adverse Effect; and any real property, buildings and equipment held under lease by the Company and its subsidiaries that are required to be held by them under valid, subsisting and enforceable leases (the “Leases”) with such exceptions as are disclosed in the Registration Statement are disclosed therein Prospectus or such as would not reasonably be expected to result in documents incorporated by reference thereina Material Adverse Effect; (ii) neither the Company nor the Operating Partnership knows any of its Subsidiaries has received notice of any violation claim that has been or may be asserted by anyone adverse to the rights of the Company or any municipalsubsidiary with respect to any such Real Properties, state personal property or federal lawLeases or affecting or questioning the rights of the Company to the continued ownership, rule lease, possession or regulation (including those pertaining occupancy of such Real Properties, personal property or Leases, except for such claims that would not, individually or in the aggregate, reasonably be expected to environmental matters) concerning the Properties which would have a Material Adverse Effect; each (iii) no person or entity, including, without limitation, any tenant under the leases, if any, for the Real Properties has an option or right of first refusal or any other right to purchase any of such Real Properties, except as disclosed in the Prospectus; (iv) all of the Properties complies with all applicable zoning lawsLeases are in full force and effect, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to except where the extent there is a failure to complybe in full force or effect would not, such failure does not result individually or in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereofaggregate, which if consummated would reasonably be expected to have a Material Adverse Effect, and to the knowledge of neither the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of nor any of the Properties its subsidiaries is in default in the payment of any amounts due under any such Leases or in any other default thereunder and neither the Company nor any of the leases governing such Properties and there is no its subsidiaries knows or an event which, but for with the passage of time or the giving of notice or both, would constitute a default under any of such leasesLease, except such defaults as are described that would not, individually or in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not reasonably be expected to have a Material Adverse Effect; and (v) there is no pending or, to the knowledge of the Company and or its subsidiaries occupy their leased properties under valid and binding leasessubsidiaries, threatened condemnation, zoning change, or other proceeding or action that would in any manner affect the size of, use of, improvements on, construction on or access to any Real Property, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. Except as otherwise set forth on Schedule C to this Agreementin the Registration Statement, the General Disclosure Package and the Final Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Effect, the Company has title to its respective properties as follows: (i) with respect to oil and gas properties underlying the Company’s estimates of its subsidiaries have net proved oil and natural gas reserves contained in the Registration Statement, the General Disclosure Package and the Final Prospectus, such title is legal, good and marketable defensible title in fee simple conformity with customary industry standards, free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, except for liens, security interests, pledges, charges, encumbrances, mortgages and restrictions under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration participation and production agreements, in each case that secure payment of amounts not yet due and payable or other unmatured obligations and are of a scope and nature customary for the oil and gas industry or arise in connection with drilling and production operations, and (ii) with respect to real and personal property other than that appurtenant to oil and gas interests, such title is free and clear of all material liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, except, in the case of clauses (i) or (ii), for any such liens, security interests, pledges, charges and encumberances granted pursuant to the Amended and Restated Credit Agreement, dated as of November 28, 2012 (the “Credit Agreement”), by and among the Company, Suntrust Bank, as administrative agent and the lenders party thereto, as amended. No real propertiesproperty owned, leased, licensed, or any part thereofused by the Company lies in an area that is, owned by them (collectivelyor to the knowledge of the Company will be, and with all buildingssubject to restrictions that would prohibit the continued effective ownership, structures and other improvements located thereon and all easementsleasing, rights and other appurtenances theretolicensing, exploration, development or production or use of such real property in the business of the Company as presently conducted or as the Registration Statement, the “Properties”) General Disclosure Package and good and marketable title to all the other properties and assets reflected in Final Prospectus indicates the consolidated financial statements included or incorporated by reference or Company contemplates conducting, except as may be properly described in the Registration Statement, Pricing the General Disclosure Package and the Final Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described as in the Registration Statement, Pricing Disclosure Package and Prospectus or which are aggregate would not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries that are required reasonably be expected to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementotherwise disclosed in the Prospectus, (i) the Company, the Company Operating Partnership and its subsidiaries the Subsidiaries have good and marketable title (in fee simple simple) to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration StatementProspectus as being owned by them, Pricing Disclosure Package and Prospectus subject to no liennone of the Company, security interest, mortgage, pledge, charge, claim, restriction the Operating Partnership or encumbrance any Subsidiary has received notice of any kind claim that has been or may be asserted by anyone adverse to the rights of the Company, the Operating Partnership and the Subsidiaries with respect to such assets or affecting or questioning the rights of any of the Company, the Operating Partnership or any Subsidiary to the continued ownership, possession or occupancy of such assets, except those reflected in for such financial statements claims that would not, individually or described in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus reasonably be expected to have a Material Adverse Effect; (ii) all Liens or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties assets the Company, the Operating Partnership and assets of the Company or any of its subsidiaries Subsidiary that are required to be disclosed in the Registration Statement Prospectus are disclosed therein therein, and all such Liens or restrictions which are not disclosed in the Prospectus could not reasonably be expected, individually or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; (iii) no person or entity has an option or right of first refusal or any other right to purchase any of the assets controlled by the Company, the Operating Partnership or any Subsidiary; (iv) each of the Properties complies assets controlled by the Company, the Operating Partnership or any Subsidiary has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in the aggregate, have a Material Adverse Effect; (v) each of the assets controlled by the Company, the Operating Partnership or any Subsidiary is served by all public utilities necessary for the current operations on such property in sufficient quantities for such operations, except where the failure to have such public utilities would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) the assets controlled by the Company, the Operating Partnership or any Subsidiary comply, in all material respects, with all applicable codes and zoning lawsand subdivision laws and regulations or is permitted as a legal non-conforming use; (vii) all of the leases under which the Company, ordinancesthe Operating Partnership or any Subsidiary leases (as lessee) any real property or improvements or any equipment relating to such real property or improvements are in full force and effect, regulations and deed restrictions or other covenants in all material respects and, if and to except where the extent there is a failure to complybe in full force and effect would not, such failure does not result individually or in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereofaggregate, which if consummated would reasonably be expected to have a Material Adverse Effect, and to the knowledge none of the Company and Company, the Operating Partnership, no such condemnation Partnership or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties Subsidiary is in default in the payment of any amounts due under any such leases or in any other default thereunder and none of the leases governing such Properties and there is no Company, the Operating Partnership or any Subsidiary knows of any event whichthat, but for with the passage of time or the giving of notice or both, would constitute a default under any such lease, except such defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there is no pending or, to the knowledge of the Company, the Operating Partnership or any Subsidiary, threatened condemnation, zoning change, or other proceeding or action that could in any manner affect the size of, use of, improvements on, construction on or access to any asset controlled by the Company, the Operating Partnership or any Subsidiary, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and (ix) none of the Company, the Operating Partnership or any Subsidiary nor any lessee of any of the real property or improvements of the Company, the Operating Partnership or any Subsidiary is in default in the payment of any amounts due or in any other default under any of the leases pursuant to which the Company, the Operating Partnership or any Subsidiary leases (as lessor) any of its real property or improvements (whether directly or indirectly through partnerships, joint ventures or otherwise), and none of the Company, the Operating Partnership or any Subsidiary knows of an event which, with the passage of time or the giving of notice or both, would constitute such a default under any of such leases, except such defaults as are described would not, individually or in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not reasonably be expected to have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement, the Time of Sale Prospectus or the Prospectus (and other than Intellectual Property, addressed in Section 1(v) hereof), the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration Statement, Pricing Disclosure Package the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in such financial statements the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement, Pricing Disclosure Package and the Time of Sale Prospectus or which are not material in amount or which the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required to Subsidiaries or (B) would not be disclosed reasonably expected, individually or in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each . Each of the Properties properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, ordinances, laws and regulations and deed restrictions or other covenants in all material respects andlaws relating to access to such properties), except if and to the extent there is a failure disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures to complycomply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such failure does not result in property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect and will not result in a forfeiture or reversion of title; none Effect. None of the Company nor any subsidiary or its Subsidiaries has received from any governmental authority Governmental Authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the The Company and its subsidiaries subsidiaries, including the Operating Partnership, have (or in the case of a Joint Venture, such limited partnership, limited liability company or other joint venture entity has) good and marketable title in fee simple to all the real propertiesto, or a valid leasehold interest in, any part thereofreal property currently leased or owned or controlled by them, or to be leased or owned or to be controlled by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “PropertiesReal Property”) and good and marketable title to any and all the other properties and assets reflected in the consolidated financial statements included or incorporated personal property owned by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its Subsidiaries that is material to the business of the Company or the Operating Partnership, in each case free and clear of all liens, encumbrances and defects, except as described in the Prospectus or such as would not reasonably be expected to result in a Material Adverse Effect; and any real property, buildings and equipment held under lease by the Company and its subsidiaries that are required to be held by them under valid, subsisting and enforceable leases (the “Leases”) with such exceptions as are disclosed in the Registration Statement are disclosed therein Prospectus or such as would not reasonably be expected to result in documents incorporated by reference thereina Material Adverse Effect; (ii) neither the Company nor the Operating Partnership knows any of its Subsidiaries has received notice of any violation claim that has been or may be asserted by anyone adverse to the rights of the Company or any municipalsubsidiary with respect to any such Real Properties, state personal property or federal lawLeases or affecting or questioning the rights of the Company to the continued ownership, rule lease, possession or regulation (including those pertaining occupancy of such Real Properties, personal property or Leases, except for such claims that would not, individually or in the aggregate, reasonably be expected to environmental matters) concerning the Properties which would have a Material Adverse Effect; each (iii) no person or entity, including, without limitation, any tenant under the leases, if any, for the Real Properties has an option or right of first refusal or any other right to purchase any of such Real Properties, except as disclosed in the Prospectus; (iv) all of the Properties complies with all applicable zoning lawsLeases are in full force and effect, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to except where the extent there is a failure to complybe in full force or effect would not, such failure does not result individually or in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereofaggregate, which if consummated would reasonably be expected to have a Material Adverse Effect, and to the knowledge of neither the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of nor any of the Properties its subsidiaries is in default in the payment of any amounts due under any such Leases or in any other default thereunder and neither the Company nor any of the leases governing such Properties and there is no its subsidiaries knows or an event which, but for with the passage of time or the giving of notice or both, would constitute a default under any of such leasesLease, except such defaults as are described that would not, individually or in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not reasonably be expected to have a Material Adverse Effect; and (v) there is no pending or, to the knowledge of the Company and or its subsidiaries occupy their leased properties under valid and binding leasessubsidiaries, threatened condemnation, zoning change, or other proceeding or action that would in any manner affect the size of, use of, improvements on, construction on or access to any Real Property, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the Company The Operating Partnership and its subsidiaries have (a) good and marketable indefeasible title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described those certain hotels identified in the Registration Statement, the Pricing Disclosure Package and in the Prospectus subject as fee-owned properties and the improvements thereon and all material personal property therein or related thereto (collectively, referred to no lienherein as the “Hotels”), security interestand (b) valid subsisting and enforceable leasehold interests in those Hotels (including, mortgagewithout limitation, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described certain Hotels that are leased from third parties and identified in the Registration Statement, the Pricing Disclosure Package and the Prospectus as ground leased properties and the improvements thereon and all material personal property therein or which are not material related thereto, in amount or which do not materially impair the use each case free and clear of such Property for retail shopping center purposes; all liens, encumbrances, claims, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting and defects except such as do not materially and adversely affect the properties and assets value of the Company or any of Operating Partnership and its subsidiaries that are required considered as one enterprise and do not materially interfere with the use made or proposed to be made of such property by the Operating Partnership or such subsidiary, where such interference would materially and adversely affect the Operating Partnership and the subsidiaries considered as one enterprise, and except as disclosed in the Registration Statement are Statement, the Pricing Disclosure Package and the Prospectus (“Permitted Liens”). Except as disclosed therein or in documents incorporated by reference therein; neither the Company nor Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company, the Operating Partnership knows of and its subsidiaries do not own or lease (as lessee) any violation of any municipalreal property, state other than the Hotels, which ownership or federal lawleasehold interests, rule individually or regulation (including those pertaining to environmental matters) concerning in the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning lawsaggregate, ordinances, regulations and deed restrictions or other covenants in all are material respects and, if and to the extent there is a failure to complybusiness, such failure does not result in a Material Adverse Effect and will not result in a forfeiture financial condition or reversion results of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge operations of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults . Except as are described disclosed in the Registration Statement, the Pricing Disclosure Package and Prospectus the Prospectus, no person other than the Operating Partnership and its subsidiaries has an option or right of first refusal to purchase all or part of any Hotel or any interest therein other than (x) Marriott International, Inc. pursuant to its various Management Agreements, (y) as set forth in partnership or similar agreements to which the Operating Partnership or its subsidiaries are parties, or (z) and adjacent landowner with respect to the Hotel located in Burlington, Vermont. Each of the Hotels complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Hotels), and the Operating Partnership or its subsidiaries has or has caused to be obtained all material certifications, permits, licenses and approvals, including, without limitation, certificates of completion and occupancy permits required for the legal use, occupancy, and operation of each Hotel as a hotel for its current uses and amenities, including all liquor licenses, and hotel and common victualler’s licenses, except for such failures to comply or have that would not have a Material Adverse Effect; and . Neither the Company and its subsidiaries occupy their leased properties under valid and binding leasesCompany, the Operating Partnership nor any Significant Subsidiary has knowledge of any pending or threatened condemnation proceedings, zoning change, or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on or access to the Hotels, except such proceedings or actions that would not have a Material Adverse Effect.

Title to Real and Personal Property. Except At the Closing Date and each Additional Closing Date, as set forth on Schedule C applicable, after giving effect to this Agreementthe Transactions, the Company and its subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind and except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a that failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of following to be true, individually or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect: the PSXP Parties will have indefeasible title to all real property and good title to all personal property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being owned by any of them, free and clear of all Liens, other than Liens created or arising under the Credit Agreement or as do not materially interfere with the use of such properties, taken as a whole, as they have been used in the past and are proposed to be used in the future as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the Company property described in the Registration Statement, the Pricing Disclosure Package and its subsidiaries occupy the Prospectus as being held under lease by the PSXP Parties will be held thereby under valid, subsisting and enforceable leases, except to the extent the failure to so hold does not materially interfere with the use of such properties, taken as a whole, as they have been used in the past and are proposed to be used in the future as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Contribution Documents will be legally sufficient to transfer or convey to the PSXP Parties satisfactory title to, or valid rights to use or manage, all properties not already held by them that are, individually or in the aggregate, required to enable the PSXP Parties to conduct their leased properties under valid operations in all material respects as contemplated by the Registration Statement, the Pricing Disclosure Package and binding leasesthe Prospectus. The PSXP Parties, upon execution and delivery of the Contribution Documents, will succeed in all material respects to the business, properties, liabilities and operations reflected by the pro forma combined financial data of the Partnership.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement, the Time of Sale Prospectus or the Prospectus (and other than Intellectual Property, addressed in Section 1(v) hereof), the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration Statement, Pricing Disclosure Package the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in such financial statements the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement, Pricing Disclosure Package and the Time of Sale Prospectus or which are not material in amount or which the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required to Subsidiaries or (B) would not be disclosed reasonably expected, individually or in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each . Each of the Properties properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, ordinances, laws and regulations and deed restrictions or other covenants in all material respects andlaws relating to access to such properties), except if and to the extent there is a failure disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures to complycomply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such failure does not result in property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect and will not result in a forfeiture or reversion of title; none Effect. None of the Company nor any subsidiary or its subsidiaries has received from any governmental authority Governmental Authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as otherwise set forth on Schedule C to this Agreementin the Registration Statement, the Pricing Disclosure Package or the Prospectus or such as in the aggregate does not now cause nor will it in the future cause a Material Adverse Effect, the Company and its subsidiaries have title to their properties as follows: (a) with respect to their xxxxx (including leasehold interests and appurtenant personal property) and their non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is valid and defensible and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to their non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the Company or its subsidiaries acquisition thereof; (c) with respect to their real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to their personal property other than that appurtenant to its oil and gas interests, such title in fee simple to is free and clear of all the liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real propertiesproperty owned, leased, licensed, or any part thereofused by the Company or its subsidiaries lies in an area which is, owned by them (collectivelyor to the knowledge of the Company will be, subject to restrictions which would prohibit, and with all buildingsno statements of facts relating to the actions or inaction of another person or entity or his or its ownership, structures and other improvements located thereon and all easementsleasing, rights and other appurtenances theretolicensing, or use of any real or personal property exists or will exist which would prevent, the “Properties”) and good and marketable title to all the other properties and assets reflected continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the consolidated financial statements included business of the Company as presently conducted or incorporated by reference as the Registration Statement, the Pricing Disclosure Package or the Prospectus indicates they contemplate conducting, except as may be described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described as in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which aggregate do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties now cause and assets of the Company or any of its subsidiaries that are required to be disclosed will not in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining future reasonably be expected to environmental matters) concerning the Properties which would have cause a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on provided in Schedule C to this Agreement7 attached hereto, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package Statement and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package Statement and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries Subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary Subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package Statement and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries Subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or tangible personal property described in the Registration StatementStatement or Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, Pricing Disclosure Package in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in such financial statements the aggregate, to have a Material Adverse Effect. Any real or tangible personal property described in the Registration StatementStatement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus or which are not material in amount or which enforceable leases, except those matters that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to be have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except to the extent disclosed in the Registration Statement are disclosed therein or Prospectus or except for such failures to comply that would not, individually or in documents incorporated the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state and its Subsidiaries or federal law, rule or regulation (including those pertaining otherwise be reasonably expected to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or its Subsidiaries has received from any governmental authority or regulatory authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise be reasonably expected to have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except At the Closing Date and each Additional Closing Date, as set forth on Schedule C applicable, after giving effect to this Agreementthe Transactions, the Company and its subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind and except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a that failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of following to be true, individually or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; , the Partnership Parties will have indefeasible title to all real property and good title to all personal property described in the Registration Statement, the Pricing Disclosure Package and the Company Prospectus as being owned by any of them, free and its subsidiaries occupy clear of all Liens, other than Liens created or arising under the Credit Agreement or as do not materially interfere with the use of such properties, taken as a whole, as they have been used in the past and are proposed to be used in the future as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and all the property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being held under lease by the Partnership Parties will be held thereby under valid, subsisting and enforceable leases, except to the extent the failure to so hold does not materially interfere with the use of such properties, taken as a whole, as they have been used in the past and are proposed to be used in the future as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Contribution Documents will be legally sufficient to transfer or convey to the Partnership Parties satisfactory title to, or valid rights to use or manage, all properties not already held by them that are, individually or in the aggregate, required to enable the Partnership Parties to conduct their leased properties under valid operations in all material respects as contemplated by the Registration Statement, the Pricing Disclosure Package and binding leasesthe Prospectus. The Partnership Parties, upon execution and delivery of the Contribution Documents, will succeed in all material respects to the business, properties, liabilities and operations reflected by the pro forma combined financial data of the Partnership.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the The Company and its subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus Statement or which are not material in amount or which do not materially impair the use of such Property for retail shopping center motor fuel and convenience store purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows does not know of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; expect as would not result in a Material Adverse Effect, none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no does not know of any such condemnation or zoning change which is threatened and which if consummated could would have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration StatementStatement or Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, Pricing Disclosure Package in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in such financial statements the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration StatementStatement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus or which are not material in amount or which enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to be have a Material Adverse Effect. To the Company’s knowledge, each of the properties of the Company and its Subsidiaries complies in all material respects with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or Prospectus or except for such failures to comply that would not, individually or in documents incorporated the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state and its Subsidiaries or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would otherwise have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or its subsidiaries has received from any governmental authority or regulatory authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementfor any Permitted Liens, the Company and its subsidiaries each other Group Company have good title or usage rights free and marketable title in fee simple clear of any Liens to all the real propertiesand personal property that are material to their respective businesses, except as would not, individually or any part thereofin the aggregate, owned by them (collectivelyreasonably be expected to have a Material Adverse Effect, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets which are reflected in the Company’s consolidated financial statements balance sheet as of December 31, 2020 included or incorporated by reference or described in the Registration StatementCompany’s Annual Report on Form 20-F for the period then ended, Pricing Disclosure Package and Prospectus subject all real and personal property that are material to no lientheir respective businesses acquired since such date, security interest, mortgage, pledge, charge, claim, restriction or encumbrance except such real and personal property as has been disposed of any kind except those reflected in such financial statements or described in the Registration Statementordinary course of business and except as would not, Pricing Disclosure Package individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Permitted Liens” means (i) Liens for taxes and Prospectus other governmental charges and assessments arising in the ordinary course which are not yet due and payable, (ii) Liens of landlords and Liens of carriers, warehouse-men, mechanics and materialmen and other like Liens arising in the ordinary course of business for sums not yet due and payable, (iii) Liens under the Company’s existing loan facilities, (iv) non-exclusive licenses to Intellectual Property granted to third parties in the ordinary course of business and (v) other Liens or imperfections on property which are not material in amount or which do not materially detract from the value of or materially impair the existing use of the property affected by such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions Lien or encumbrances on imperfection and except as would not individually or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining reasonably be expected to environmental matters) concerning the Properties which would have a Material Adverse Effect; each . All leases of real property and all other leases pursuant to which the Properties complies with all applicable zoning lawsCompany or such Group Company, ordinancesas lessee, regulations leases real or personal property, which are material to their respective businesses, are valid and deed restrictions or other covenants effective in all material respects andrespects, if in accordance with their respective terms and to the extent there is a failure to complynot, under any such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of lease, any existing material default by the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting such Group Company, in each case except as would not, individually or in the Properties or any part thereofaggregate, which if consummated would reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or the Prospectuses, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration StatementStatement or Prospectuses as being owned by them that are material to the businesses of the Company or such Subsidiary, Pricing Disclosure Package in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected to, individually or in such financial statements the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration StatementStatement or Prospectuses as being leased by the Company and any of its Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus or which are not material in amount or which enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to be have a Material Adverse Effect. To the Company’s knowledge, each of the properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or Prospectuses or except for such failures to comply that would not, individually or in documents incorporated the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state and its Subsidiaries or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would otherwise have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or its subsidiaries has received from any governmental authority or regulatory authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the (i) The Company and its subsidiaries have (or in the case of a Joint Venture, such limited partnership, limited liability company or other joint venture entity has) good and marketable title in fee simple to all the real propertiesto, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances theretoa valid leasehold interest in, the “Properties”) Real Property and good and marketable title to any and all the other properties and assets reflected in the consolidated financial statements included or incorporated personal property owned by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries that is material to the business of the Company, in each case free and clear of all Liens, except as described in the Prospectus or such as would not reasonably be expected to result in a Material Adverse Change; and any real property, buildings and equipment held under lease by the Company and its subsidiaries are required to be held by them under valid, subsisting and enforceable leases (the “Leases”) with such exceptions as are disclosed in the Registration Statement are disclosed therein Prospectus or such as would not reasonably be expected to result in documents incorporated by reference thereina Material Adverse Change; (ii) neither the Company nor the Operating Partnership knows any of its subsidiaries has received notice of any violation claim that has been or may be asserted by anyone adverse to the rights of the Company or any municipalsubsidiary with respect to any such Real Properties, state personal property or federal lawLeases or affecting or questioning the rights of the Company to the continued ownership, rule lease, possession or regulation (including those pertaining occupancy of such Real Properties, personal property or Leases, except for such claims that would not, individually or in the aggregate, reasonably be expected to environmental matters) concerning the Properties which would have a Material Adverse EffectChange; (iii) no person or entity, including, without limitation, any tenant under the leases, if any, for the Real Properties has an option or right of first refusal or any other right to purchase any of such Real Properties, except as disclosed in the Prospectus; (iv) each of the Real Properties has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in the aggregate, have a Material Adverse Change; (v) each of the Real Properties is served by all public utilities necessary for the current operations on such property in sufficient quantities for such operations, except where the failure to have such public utilities would not, individually or in the aggregate, have a Material Adverse Change; (vi) each of the Real Properties complies with all applicable codes and zoning lawsand subdivision laws and regulations, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a except for such failure to complycomply which would not, such failure does not result either individually or in the aggregate, have a Material Adverse Effect Change; (vii) all of the Leases are in full force and will not result effect, except where the failure to be in full force or effect would not, individually or in the aggregate, reasonably be expected to have a forfeiture or reversion of title; none of Material Adverse Change, and neither the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties its subsidiaries is in default in the payment of any amounts due under any such Leases or in any other default thereunder and neither the Company nor any of the leases governing such Properties and there is no its subsidiaries knows or an event which, but for with the passage of time or the giving of notice or both, would constitute a default under any of such leasesLease, except such defaults as are described that would not, individually or in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not reasonably be expected to have a Material Adverse EffectChange; and (viii) there is no pending or, to the knowledge of the Company and or its subsidiaries occupy their leased properties under valid and binding leasessubsidiaries, threatened condemnation, zoning change, or other proceeding or action that would in any manner affect the size of, use of, improvements on, construction on or access to any Real Property, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Change.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration StatementStatement or Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, Pricing Disclosure Package in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in such financial statements the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration StatementStatement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus or which are not material in amount or which enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to be have a Material Adverse Effect. To the best Company’s knowledge, each of the properties of the Company and its Subsidiaries complies in all material respects with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or Prospectus or except for such failures to comply that would not, individually or in documents incorporated the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state and its Subsidiaries or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would otherwise have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or its subsidiaries has received from any governmental authority or regulatory authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementotherwise disclosed in the Prospectus, (i) the Company, the Company Operating Partnership and its subsidiaries the Subsidiaries have good and marketable title (in fee simple simple) to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration StatementProspectus as being owned by them, Pricing Disclosure Package and Prospectus subject to no liennone of the Company, security interest, mortgage, pledge, charge, claim, restriction the Operating Partnership or encumbrance any Subsidiary has received notice of any kind claim that has been or may be asserted by anyone adverse to the rights of the Company, the Operating Partnership or any Subsidiary with respect to such assets or affecting or questioning the rights of any of the Company, the Operating Partnership or any Subsidiary to the continued ownership, possession or occupancy of such assets, except those reflected in for such financial statements claims that would not, individually or described in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus reasonably be expected to have a Material Adverse Effect; (ii) all Liens or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company Company, the Operating Partnership or any of its subsidiaries Subsidiary that are required to be disclosed in the Registration Statement Prospectus are disclosed therein therein, and all such Liens or restrictions which are not disclosed in the Prospectus could not reasonably be expected, individually or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; (iii) no person or entity has an option or right of first refusal or any other right to purchase any of the assets leased to or owned by the Company, the Operating Partnership or any Subsidiary, except where any such option or right would not, individually or in the aggregate, have a Material Adverse Effect; (iv) each of the Properties complies assets leased to or owned by the Company, the Operating Partnership or any Subsidiary has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in the aggregate, have a Material Adverse Effect; (v) each of the assets controlled by the Company, the Operating Partnership or any Subsidiary is served by all public utilities necessary for the current operations on such property sufficient for such operations, except where the failure to have such public utilities would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) the assets leased to or owned by the Company, the Operating Partnership or any Subsidiary comply, in all material respects, with all applicable codes and zoning lawsand subdivision laws and regulations or the use thereof is permitted as a legal non-conforming use; (vii) all of the leases under which the Company, ordinancesthe Operating Partnership or any Subsidiary leases (as lessee) any real property or improvements or any equipment relating to such real property or improvements are in full force and effect, regulations and deed restrictions or other covenants in all material respects and, if and to except where the extent there is a failure to complybe in full force and effect would not, such failure does not result individually or in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereofaggregate, which if consummated would reasonably be expected to have a Material Adverse Effect, and to the knowledge none of the Company and Company, the Operating Partnership, no such condemnation Partnership or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties Subsidiary is in default in the payment of any amounts due under any such leases or otherwise in default thereunder and none of the leases governing such Properties and there is no Company, the Operating Partnership or any Subsidiary knows of any event whichthat, but for with the passage of time or the giving of notice or both, would constitute a default under any such lease, except such defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there is no pending or, to the knowledge of the Company, the Operating Partnership or any Subsidiary, threatened condemnation, zoning change, or other proceeding or action that could in any manner affect the size of, use of, improvements on, construction on or access to any asset leased to or owned by the Company, the Operating Partnership or any Subsidiary, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ix) all of the leases under which the Company, the Operating Partnership or any Subsidiary leases (as lessor) any real property or improvements (whether directly or indirectly through partnerships, joint ventures or otherwise) are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of the Company, the Operating Partnership or any Subsidiary nor any lessee of any of the real property or improvements of the Company, the Operating Partnership or any Subsidiary is in default in the payment of any amounts due under any such leases or otherwise in default thereunder, and none of the Company, the Operating Partnership or any Subsidiary knows of an event which, with the passage of time or the giving of notice or both, would constitute such a default under any of such leases, except such defaults as are described would not, individually or in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not reasonably be expected to have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration Statement, Pricing Disclosure Package the Time of Sale Prospectus or the Prospectus as being owned by them, in each case free and Prospectus subject to no lienclear of all mortgages, security interestliens, mortgageencumbrances and claims, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in such financial statements the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement, Pricing Disclosure Package and the Time of Sale Prospectus or which are not material in amount or which the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, free and clear of all mortgages, liens, encumbrances and claims, except those matters that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required to Subsidiaries or (B) would not reasonably be disclosed expected, individually or in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each . Each of the Properties properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, ordinances, laws and regulations and deed restrictions laws relating to access to such properties), except for such failures to comply that would not, individually or other covenants in all the aggregate, reasonably be expected to interfere in any material respects and, if respect with the use made and proposed to be made of such property by the extent there is a failure to comply, such failure does not result in Company and its Subsidiaries or otherwise have a Material Adverse Effect and will not result in a forfeiture or reversion of title; none Effect. None of the Company nor any subsidiary or its Subsidiaries has received from any governmental authority Governmental Authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this AgreementThe Operating Partnership, the Company and its subsidiaries Subsidiaries and its Joint Ventures have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the real property and other properties and assets reflected as owned in the Company’s consolidated financial statements included or incorporated by reference or described statements, in the Registration Statementeach case, Pricing Disclosure Package free and Prospectus subject to no lienclear of all mortgages, security interestpledges, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, kind except such defaults as (a) are described in the Registration Statement, Pricing Disclosure Package the Time of Sale Information and the Prospectus or that (b) would not have reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; and, to the Company’s knowledge, all of the leases and subleases material to the business of the Operating Partnership, the Company and its subsidiaries occupy Subsidiaries and Joint Ventures, and under which the Operating Partnership, the Company or any of its Subsidiaries or Joint Ventures holds or leases properties described in the Registration Statement, the Time of Sale Information and the Prospectus, are in full force and effect and enforceable in accordance with their terms except as may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors and with such exceptions as do not materially interfere with the use of the property, and none of the Operating Partnership, the Company or any Subsidiary or Joint Venture has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Operating Partnership, the Company or any Subsidiary or Joint Venture under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Operating Partnership, the Company or such Subsidiary or Joint Venture to the enforceability of said lease or sublease, possession of the leased or subleased premises under any such lease or sublease, as the case may be, except in each case for such matters as would not reasonably be expected to individually or in the aggregate result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) no tenant under any of the leases pursuant to which the Operating Partnership, the Company or any Subsidiary or Joint Venture leases its properties has an option or right of first refusal to purchase the premises demised under valid such lease, (ii) the use and binding leasesoccupancy of each of the properties of the Operating Partnership, the Company and its Subsidiaries and Joint Ventures comply with all applicable laws, including, but not limited to, codes and zoning laws and regulations, (iii) no properties are subject to, and the Company has no knowledge of, any contemplated condemnation or zoning change that would affect the size of, use of, improvement of, construction on, or access to any of the properties of the Operating Partnership, the Company, its Subsidiaries or its Joint Ventures, and (iv) there is no pending, or to the Company’s knowledge, any contemplated proceeding or action that would affect the size of, use of, improvements or construction on, or access to any of the properties of the Operating Partnership, the Company, its Subsidiaries or its Joint Ventures. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus or as would not reasonably be expected to result in a Material Adverse Effect, (i) the Operating Partnership, the Company, its Subsidiaries and its Joint Ventures have obtained title insurance with respect to the real property reflected as owned therein in an amount consistent with the title insurance obtained by similar companies in similar businesses and (ii) the mortgages and deeds of trust encumbering the properties and assets described or referred to therein are not convertible into equity.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties real property owned by them, good and assets reflected in the consolidated financial statements included or incorporated by reference or valid title to all personal property (except Intellectual Property) described in the Registration StatementStatement or Prospectus as being owned by them that are material to the business of the Company and its Subsidiaries taken as a whole, Pricing Disclosure Package in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in such financial statements the aggregate, to have a Material Adverse Effect. Any real or tangible personal property described in the Registration StatementStatement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus or which are not material in amount or which enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required Subsidiaries or (B) would not reasonably be expected, individually or in the aggregate, to be have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or Prospectus or except for such failures to comply that would not, individually or in documents incorporated the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state and its Subsidiaries or federal law, rule or regulation (including those pertaining otherwise reasonably be expected to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or its Subsidiaries has received from any governmental authority or regulatory authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as otherwise set forth on Schedule C to this Agreementin the Registration Statement, the Pricing Disclosure Package and the Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Effect, the Company has title to its respective properties as follows: (i) with respect to oil and gas properties underlying the Company’s estimates of its subsidiaries have net proved oil and natural gas reserves contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, such title is legal, good and marketable defensible title, free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, except for liens, security interests, pledges, charges, encumbrances, mortgages and restrictions under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration participation and production agreements, in each case that secure payment of amounts not yet due and payable for performance of other unmatured obligations and are of a scope and nature customary for the oil and gas industry or arise in connection with drilling and production operation, and (ii) with respect to real and personal property other than that appurtenant to oil and gas interests, such title in fee simple to is free and clear of all the liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real propertiesproperty owned, leased, licensed, or any part thereofused by the Company lies in an area that is, owned by them (collectivelyor to the knowledge of the Company will be, subject to restrictions that would prohibit, and with all buildingsno statements of facts relating to the actions or inaction of another person or entity or his or its ownership, structures and other improvements located thereon and all easementsleasing, rights and other appurtenances theretolicensing, or use of any real or personal property exists or will exist that would prevent, the “Properties”) and good and marketable title to all the other properties and assets reflected continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the consolidated financial statements included business of the Company as presently conducted or incorporated by reference or as the Registration Statement, the Pricing Disclosure Package and the Prospectus indicates the Company contemplates conducting, except as may be properly described in the Registration Statement, the Pricing Disclosure Package and the Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described as in the Registration Statement, Pricing Disclosure Package aggregate does not now result in and Prospectus or which are will not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not future result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Neither the Company nor any Subsidiary owns any real property. Except as set forth on Schedule C to this Agreementin the Registration Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or tangible personal property described in the Registration StatementStatement or Prospectus as being owned by them that are material to the businesses of the Company and its Subsidiaries, Pricing Disclosure Package taken as a whole, in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made -12- and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in such financial statements the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration StatementStatement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus or which are not material in amount or which enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to be have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or Prospectus or except for such failures to comply that would not, individually or in documents incorporated the aggregate, interfere in any material respect with the use made and proposed to be made of such property by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state and its Subsidiaries or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would otherwise have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or its Subsidiaries has received from any governmental authority or regulatory authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythat are material to the business of the Company or such Subsidiary, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration Statement, Pricing Disclosure Package the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and currently proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in such financial statements the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration Statement, Pricing Disclosure Package and the Time of Sale Prospectus or which are not material in amount or which the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially impair interfere with the use made or currently proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required to Subsidiaries or (B) would not be disclosed reasonably expected, individually or in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each . Each of the Properties properties of the Company and its Subsidiaries complies with all applicable Laws (including building and zoning lawsLaws and Laws relating to access to such properties), ordinances, regulations and deed restrictions or other covenants in all material respects and, except if and to the extent there is a failure disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures to complycomply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such failure does not result in property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect and will not result in a forfeiture or reversion of title; none Effect. None of the Company nor any subsidiary or its subsidiaries has received from any governmental authority Governmental Authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the Company (i) The Transaction Parties and its their subsidiaries have good and marketable title in fee simple to all the real propertiestitle to, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances theretoleasehold interest under a lease in, the “Properties”) , in each case, free and good and marketable title to clear of all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, chargesliens, claimsencumbrances, restrictions claims or encumbrances on or affecting the properties and assets equities of the Company or any of its subsidiaries kind other than those that (A) are required to be disclosed described in the Registration Statement are disclosed therein and the Prospectus or (B) do not, singly or in documents incorporated the aggregate, materially affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by reference thereinthe Transaction Parties and any of their respective subsidiaries; neither (ii) except as would not, singly or in the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect Effect, each of the leases under which a Transaction Party or one of its subsidiaries is a tenant relating to a Property are in full force and will not result in a forfeiture effect, and (A) no default or reversion event of title; default has occurred under any such lease with respect to such Property and none of the Company nor Transaction Parties or any subsidiary of their respective subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for whether with or without the passage of time or the giving of notice, or both, would constitute a default under such lease and (B) none of the Transaction Parties or any of their respective subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Transaction Parties or any of their respective subsidiaries under any of the leases mentioned above, or affecting or questioning the rights of the Transaction Parties and any of their respective subsidiaries to the continued possession of the leased premises under any such lease; (iii) except as disclosed in the Registration Statement and the Prospectus, no tenant under any of the leases of the Properties to which a Transaction Party or any of its subsidiaries is a party (as a landlord) (the “Leases”) has a right of first refusal or an option to purchase any Property, which, if exercised, would reasonably be expected to have a Material Adverse Effect; (iv) the Transaction Parties have no actual knowledge that any Property fails to comply with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such Property), except for such failures to comply that would not, singly or in the aggregate, result in a Material Adverse Effect; (v) no mortgage or deed of trust encumbering any Property is convertible into ownership interests in a Transaction Party or any of its subsidiaries; and (vi) none of the Transaction Parties or any of their respective subsidiaries or, to the knowledge of either of the Transaction Parties and except as described in the Registration Statement and the Prospectus, any lessee under a Lease is in default under any of the Leases and none of the Transaction Parties or any of their respective subsidiaries knows of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under any of such leasesthe Leases, except except, in each case, for such defaults as are described that would not, singly or in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not have result in a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementotherwise disclosed in the Prospectus, (i) the Company and its subsidiaries the Subsidiaries have good and marketable title (in fee simple simple) to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or property described in the Registration StatementProspectus as being owned by them, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets none of the Company or any Subsidiary has received notice of its subsidiaries any claim that has been or may be asserted by anyone adverse to the rights of the Company and the Subsidiaries with respect to such assets or affecting or questioning the rights of any of the Company or any Subsidiary to the continued ownership, possession or occupancy of such real property, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) all Liens or restrictions on or affecting the real property of the Company and any Subsidiary that are required to be disclosed in the Registration Statement Prospectus are disclosed therein therein, and all such Liens or restrictions which are not disclosed in the Prospectus could not reasonably be expected, individually or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; (iii) no person or entity has an option or right of first refusal or any other right to purchase any of the assets leased to or owned by the Company or any Subsidiary; (iv) each of the Properties complies assets controlled by the Company or any Subsidiary has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in the aggregate, have a Material Adverse Effect; (v) each of the assets controlled by the Company or any Subsidiary is served by all public utilities necessary for the current operations on such property in sufficient quantities for such operations, except where the failure to have such public utilities would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) the assets controlled by the Company or any Subsidiary comply, in all material respects, with all applicable codes and zoning lawsand subdivision laws and regulations or is permitted as a legal non-conforming use; (vii) all of the leases under which the Company or any Subsidiary leases (as lessee) any real property or improvements or any equipment relating to such real property or improvements are in full force and effect, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to except where the extent there is a failure to complybe in full force and effect would not, such failure does not result individually or in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereofaggregate, which if consummated would reasonably be expected to have a Material Adverse Effect, and to the knowledge none of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties Subsidiary is in default in the payment of any amounts due under any such leases or in any other default thereunder and none of the leases governing such Properties and there is no Company or any Subsidiary knows of any event whichthat, but for with the passage of time or the giving of notice or both, would constitute a default under any such lease, except such defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there is no pending or, to the knowledge of the Company or any Subsidiary, threatened condemnation, zoning change, or other proceeding or action that could in any manner affect the size of, use of, improvements on, construction on or access to any asset controlled by the Company or any Subsidiary, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and (ix) none of the Company or any Subsidiary nor any lessee of any of the real property or improvements of the Company or any Subsidiary is in default in the payment of any amounts due or in any other default under any of the leases pursuant to which the Company or any Subsidiary leases (as lessor) any of its real property or improvements (whether directly or indirectly through partnerships, joint ventures or otherwise), and none of the Company or any Subsidiary knows of an event which, with the passage of time or the giving of notice or both, would constitute such a default under any of such leases, except such defaults as are described would not, individually or in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not reasonably be expected to have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or the Prospectuses, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property (excluding Intellectual Property, which is addressed above) described in the Registration StatementStatement or Prospectuses as being owned by them that are material to the business of the Company or such Subsidiary, Pricing Disclosure Package in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in such financial statements the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration StatementStatement or Prospectuses as being leased by the Company and any of its Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus or which are not material in amount or which enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to be have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or Prospectuses or except for such failures to comply that would not, individually or in documents incorporated the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state and its Subsidiaries or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would otherwise have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or its Subsidiaries has received from any governmental authority Governmental Authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.aggregate

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the The Company and its subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus Statement or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposesits permitted uses; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows does not know of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; expect as would not result in a Material Adverse Effect, none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no does not know of any such condemnation or zoning change which is threatened and which if consummated could would have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementfor any Permitted Liens, the Company and its subsidiaries each other Group Company have good title or usage rights free and marketable title in fee simple clear of any Liens to all the real propertiesand personal property that are material to their respective businesses, except as would not, individually or any part thereofin the aggregate, owned by them (collectivelyreasonably be expected to have a Material Adverse Effect, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets which are reflected in the Company’s consolidated financial statements balance sheet as of December 31, 2021 included or incorporated by reference or described in the Registration StatementCompany’s Annual Report on Form 20-F for the period then ended, Pricing Disclosure Package and Prospectus subject all real and personal property that are material to no lientheir respective businesses acquired since such date, security interest, mortgage, pledge, charge, claim, restriction or encumbrance except such real and personal property as has been disposed of any kind except those reflected in such financial statements or described in the Registration Statementordinary course of business and except as would not, Pricing Disclosure Package individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Permitted Liens” means (i) Liens for taxes and Prospectus other governmental charges and assessments arising in the ordinary course which are not yet due and payable, (ii) Liens of landlords and Liens of carriers, warehouse-men, mechanics and materialmen and other like Liens arising in the ordinary course of business for sums not yet due and payable, (iii) Liens under the Company’s existing loan facilities, (iv) non-exclusive licenses to Intellectual Property granted to third parties in the ordinary course of business and (v) other Liens or imperfections on property which are not material in amount or which do not materially detract from the value of or materially impair the existing use of the property affected by such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions Lien or encumbrances on imperfection and except as would not individually or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining reasonably be expected to environmental matters) concerning the Properties which would have a Material Adverse Effect; each . All leases of real property and all other leases pursuant to which the Properties complies with all applicable zoning lawsCompany or such Group Company, ordinancesas lessee, regulations leases real or personal property, which are material to their respective businesses, are valid and deed restrictions or other covenants effective in all material respects andrespects, if in accordance with their respective terms and to the extent there is a failure to complynot, under any such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of lease, any existing material default by the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting such Group Company, in each case except as would not, individually or in the Properties or any part thereofaggregate, which if consummated would reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties real property owned by them, good and assets reflected in the consolidated financial statements included or incorporated by reference or valid title to all tangible personal property described in the Registration StatementStatement or Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, Pricing Disclosure Package in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in such financial statements the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or tangible personal property described in the Registration StatementStatement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus or which are not material in amount or which enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to be have a Material Adverse Effect. To the Company’s knowledge, each of the properties of the Company and its Subsidiaries complies in all material respects with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or Prospectus or except for such failures to comply that would not, individually or in documents incorporated the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state and its Subsidiaries or federal law, rule or regulation (including those pertaining otherwise reasonably be expected to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or its subsidiaries has received from any governmental authority or regulatory authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration StatementStatement or Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, Pricing Disclosure Package in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in such financial statements the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration StatementStatement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus or which are not material in amount or which enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to be have a Material Adverse Effect. To the Company’s knowledge, each of the properties of the Company and its Subsidiaries in all material respects complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or Prospectus or except for such failures to comply that would not, individually or in documents incorporated the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state and its Subsidiaries or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would otherwise have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or its subsidiaries has received from any governmental authority or regulatory authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set (a) Section 3.23(a) of the Debtor Disclosure Schedule sets forth on Schedule C to this Agreement, the Company a true and its subsidiaries have good complete list of (i) all real property and marketable title interests in real property owned in fee simple by any of the Debtors or their Subsidiaries (the “Owned Real Property”), (ii) all real property leased or licensed to any of the Debtors or their Subsidiaries (the “Leased Real Property”), and (iii) all easements and other limited real property rights held by any of the real propertiesDebtors or any of their Subsidiaries (the “Easements”). (b) Each of the Debtors and each of their respective Subsidiaries has valid fee simple title to, or a valid leasehold interest in, or valid easements or other limited property interests in, all of its Real Property and has valid title to its personal properties and assets, in each case, except for Permitted Encumbrances and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes; provided, however, the enforceability of the Debtors’ leasehold title in any part thereofleased Real Properties may be limited by applicable bankruptcy, owned by them insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditor’s rights generally or general principles of equity, including the Chapter 11 Cases. To the Knowledge of the Debtors, all such properties and assets are free and clear of Encumbrances, other than Permitted Encumbrances. (collectivelyc) The lease agreements and other occupancy agreements related to the Leased Real Property (together with all amendments, extensions, renewals, guaranties, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances agreements relating thereto, the “PropertiesReal Property Leases”) and good the Easements are in full force and marketable title to all effect, and the other properties Debtors or their Subsidiaries hold a valid and assets reflected in the consolidated financial statements included existing leasehold or incorporated by reference easement interest under each such Real Property Lease or described in the Registration StatementEasement, Pricing Disclosure Package free and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance clean of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets (other than Permitted Encumbrances). Other than as a consequence of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalChapter 11 Cases, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies Debtors and each of their respective Subsidiaries is in compliance with all applicable zoning laws, ordinances, regulations obligations under all leases and deed restrictions or other covenants in all material respects and, if and Easements to the extent there which it is a failure to complyparty that have not been rejected in the Chapter 11 Cases, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary Debtors or their Subsidiaries has received from any governmental authority any written notice of any condemnation good faith claim asserting that any such leases or Easements are not in full force and effect. Each of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse EffectDebtors and each of their Subsidiaries enjoys peaceful and undisturbed possession under all such leases and Easements, and the Debtors and their Subsidiaries have not subleased, licensed or otherwise granted any Person the right to the knowledge of the Company and the Operating Partnership, no such condemnation use or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of occupy any portion of any Leased Real Property or Easement. To the Knowledge of the Properties is in default under any of the leases governing such Properties and there is Debtors, no event whichhas occurred or condition exists that with notice or lapse of time, but for the passage of time or the giving of notice or both, would constitute a default by the Debtors or any Subsidiaries, or any other party thereto, under any of such leasesthe Real Property Leases. (d) Each of the Debtors and each of their Subsidiaries owns or possesses the right to use all of its personal property, including all Debtor IP Rights and all licenses and rights with respect to any of the foregoing used in the conduct of their businesses, without any conflict (of which any of the Debtors and their Subsidiaries has been notified in writing) with the rights of others, and free from any burdensome restrictions on the present conduct of the Debtors or their respective Subsidiaries, as the case may be, except where such defaults as are described conflicts and restrictions would not reasonably be expected to have, individually or in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; . (e) Each lot, parcel and tract of land comprising the Company Real Property that is used or proposed (in accordance with the current plans of the Debtors) to be used for the mining of frac sand includes both the surface estate and its subsidiaries occupy mineral estate and none of the mineral estates and surface estates related to such Real Property has been severed or separately conveyed. The Debtors have made available to the Backstop Parties true, correct and complete copies of (x) all deeds for Owned Real Property, (y) all existing title policies and as-built surveys for Real Property to the extent in the possession of the Debtors and (z) all recent title insurance commitments and survey updates, if any, for Real Property to the extent in the possession of the Debtors. The Real Property constitutes all interests in real property which are currently used or currently held for use in connection with the businesses of the Debtors and their leased properties under valid respective Subsidiaries as currently conducted and binding leasesare necessary for the continued operation of the businesses of the Debtors as currently conducted. (f) The Debtors and their respective Subsidiaries have all necessary mineral rights, surface and subsurface rights, water rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other rights and interests granting the Debtors or one or more of their Subsidiaries the rights and ability to mine, extract, remove, process, transport and market the sand and mineral reserves owned or controlled by the Debtors and their respective Subsidiaries, in the ordinary course thereof (“Debtor Mineral Rights”), free and clear of any Encumbrances (other than Permitted Encumbrances). Neither the Debtors nor any their respective Subsidiaries, nor, to the knowledge of the Debtors, any other party to a lease or other agreement providing for Debtor Mineral Rights, has violated any provision of such lease or other agreement providing for Debtor Mineral Rights, and no circumstance exists that, with or without notice, the lapse of time, or both, would constitute a default under, or give rise to any rights to terminate (in whole or in part) or suspend, any lease or other agreement providing for Debtor Mineral Rights.

Title to Real and Personal Property. Except (a) as otherwise set forth on Schedule C to this Agreement, the Company and its subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration StatementStatements, the Pricing Disclosure Package and Prospectus subject to no lienor the Prospectus, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property (b) for retail shopping center purposes; all liens, security interestsinterests and similar encumbrances under any liens, mortgages, pledges, charges, claims, restrictions security interests or similar encumbrances on made pursuant to credit facilities or affecting the properties and assets indentures of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental mattersc) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and , the Company has title to its properties as follows: (i) with respect to xxxxx (including leasehold interests and appurtenant personal property) and non-producing oil and natural gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, (ii) with respect to non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the acquisition thereof by the Company, (iii) with respect to real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, and (iv) with respect to personal property other than that appurtenant to oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used by the Company lies in an area which is, or will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction of another person or entity or his or its subsidiaries occupy their leased properties under valid ownership, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company as presently conducted or as the Registration Statements, the Pricing Disclosure Package or the Prospectus indicates the Company contemplates conducting, except as may be properly described in the Registration Statements, the Pricing Disclosure Package or the Prospectus or such as in the aggregate do not now cause and binding leaseswill not in the future cause a Material Adverse Effect.

Title to Real and Personal Property. Except as otherwise set forth on Schedule C to this Agreementin the Company SEC Documents or such as in the aggregate does not now cause or will in the future cause a Material Adverse Effect, the Company has title to its respective Properties as follows: (i) with respect to oil and gas properties underlying the Company’s estimates of its subsidiaries have net proved oil and natural gas reserves contained in the Company SEC Documents, such title is legal, good and marketable defensible title in fee simple to all the real propertiesconformity with customary industry standards, or any part thereof, owned by them (collectively, free and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance clear of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgagespledges, charges, encumbrances, mortgages and restrictions, except for liens, security interests, pledges, charges, claimsencumbrances, mortgages and restrictions under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration participation and production agreements, in each case that secure payment of amounts not yet due and payable or encumbrances on other unmatured obligations and are of a scope and nature customary for the oil and gas industry or affecting arise in connection with drilling and production operations, and (ii) with respect to real and personal property other than that appurtenant to oil and gas interests, such title is free and clear of all material liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, except, in the properties case of clauses (i) or (ii), for any such liens, security interests, pledges, charges, encumbrances, mortgages and assets of restrictions granted pursuant to the Company’s Existing Credit Agreement or related security instrument. No real property owned, leased, licensed, or used by the Company lies in an area that is, or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and will be, subject to restrictions that would prohibit the Operating Partnershipcontinued effective ownership, no leasing, licensing, exploration, development or production or use of such condemnation real property in the business of the Company as presently conducted or zoning change is threatened and which if consummated could have as the Company SEC Documents indicates the Company contemplates conducting, except as may be properly described in the Company SEC Documents or such as in the aggregate would not reasonably be expected to result in a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement, the Time of Sale Disclosure Package, or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration Statement, Pricing the Time of Sale Disclosure Package Package, or Prospectus as being owned by them, in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in such financial statements the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement, Pricing the Time of Sale Disclosure Package Package, or Prospectus as being leased by the Company and Prospectus or which are not material in amount or which any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required to Subsidiaries or (B) would not be disclosed reasonably expected, individually or in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each . Each of the Properties properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, ordinances, laws and regulations and deed restrictions or other covenants in all material respects andlaws relating to access to such properties), except if and to the extent there is a failure disclosed in the Registration Statement, the Time of Sale Disclosure Package, or Prospectus or except for such failures to complycomply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such failure does not result in property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect and will not result in a forfeiture or reversion of title; none Effect. None of the Company nor any subsidiary or its subsidiaries has received from any governmental authority Governmental Authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement, the Time of Sale Prospectus or the Prospectus (and other than Intellectual Property, addressed in Section 1(I)(v) hereof), the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration Statement, Pricing Disclosure Package the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be expected, individually or in such financial statements the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration Statement, Pricing Disclosure Package and the Time of Sale Prospectus or which are not material in amount or which the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required to Subsidiaries or (B) would not be disclosed reasonably expected, individually or in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each . Each of the Properties properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning lawscodes, ordinances, laws and regulations and deed restrictions or other covenants in all material respects andlaws relating to access to such properties), except if and to the extent there is a failure disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures to complycomply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such failure does not result in property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect and will not result in a forfeiture or reversion of title; none Effect. None of the Company nor any subsidiary or its Subsidiaries has received from any governmental authority Governmental Authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses, the Company and its subsidiaries the Material Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected personal property described in the consolidated financial statements Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses as being owned by them that are material to the businesses of the Company or such Material Subsidiary, in each case free and clear of all liens, encumbrances and claims, except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of the Material Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration StatementStatement or included or incorporated by reference in the Preliminary Prospectuses, Pricing Disclosure Package the Preliminary Prospectus Supplements, the Time of Sale Prospectus and Prospectus subject to no lienthe Prospectuses as being leased by the Company and any of the Material Subsidiaries is held by them under valid, security interestexisting and enforceable leases, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required the Material Subsidiaries or (B) would not, individually or in the aggregate, have a Material Adverse Effect. Each of the properties of the Company and the Material Subsidiaries complies with all applicable codes and Applicable Laws (including, without limitation, building and zoning codes, laws and regulations and laws relating to be access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or in documents included or incorporated by reference therein; neither in the Preliminary Prospectuses, the Preliminary Prospectus Supplements, the Time of Sale Prospectus and the Prospectuses or except for such failures to comply that would not, individually or in the aggregate, interfere in any material respect with the use made and proposed to be made of such property by the Company nor and the Operating Partnership knows of any violation of any municipal, state Material Subsidiaries or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would otherwise have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or the Material Subsidiaries has received from any governmental authority Governmental Authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and the Material Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and the Material Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as otherwise set forth on Schedule C to this Agreementin the Pricing Disclosure Package or such as in the aggregate does not now cause or will in the future cause a Material Adverse Effect, the Company and each of its subsidiaries have own their respective properties as follows: (i) with respect to xxxxx (including leasehold interests and appurtenant personal property) and non-producing oil and natural gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, free and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance clear of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgagespledges, charges, encumbrances, mortgages and restrictions, (ii) with respect to non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the acquisition thereof by the Company or any of its subsidiaries, (iii) with respect to real property other than oil and gas interests, such title is good and marketable and free and clear of all liens, security interests, pledges, charges, claimsencumbrances, mortgages and restrictions, and (iv) with respect to personal property other than that appurtenant to oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed or used by the Company or any of its subsidiaries lies in an area which is, or to the knowledge of the Company will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or encumbrances on inaction of another person or affecting entity or his or its ownership, leasing, licensing or use of any real or personal property exists or will exist which would prevent, the properties and assets continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company or any of its subsidiaries that are required to be disclosed in as presently conducted or as the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither Statement, the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time Prospectus or the giving of notice or both, would constitute a default under any of such leasesPricing Disclosure Package indicates they contemplate conducting, except such defaults as are may be described in the Registration Statement, the Prospectus or the Pricing Disclosure Package or such as in the aggregate do not now cause and Prospectus or that would will not have in the future cause a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the The Company and its subsidiaries subsidiaries, including the Operating Partnership, have (or in the case of a Joint Venture, such limited partnership, limited liability company or other joint venture entity has) good and marketable title in fee simple to all the real propertiesto, or a valid leasehold interest in, any part thereofreal property currently leased or owned or controlled by them, or to be leased or owned or to be controlled by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “PropertiesReal Property”) and good and marketable title to any and all the other properties and assets reflected in the consolidated financial statements included or incorporated personal property owned by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its Subsidiaries that is material to the business of the Company or the Operating Partnership, in each case free and clear of all Liens, except as described in the SEC Documents or such as would not reasonably be expected to result in a Material Adverse Effect; and any real property, buildings and equipment held under lease by the Company and its subsidiaries that are required to be held by them under valid, subsisting and enforceable leases (the ”Leases”) with such exceptions as are disclosed in the Registration Statement are disclosed therein SEC Documents or such as would not reasonably be expected to result in documents incorporated by reference thereina Material Adverse Effect; (ii) neither the Company nor the Operating Partnership knows any of its subsidiaries has received notice of any violation claim that has been or may be asserted by anyone adverse to the rights of the Company or any municipalsubsidiary with respect to any such Real Properties, state personal property or federal lawLeases or affecting or questioning the rights of the Company to the continued ownership, rule lease, possession or regulation (including those pertaining occupancy of such Real Properties, personal property or Leases, except for such claims that would not, individually or in the aggregate, reasonably be expected to environmental matters) concerning the Properties which would have a Material Adverse Effect; each (iii) no person or entity, including, without limitation, any tenant under the leases, if any, for the Real Properties has an option or right of first refusal or any other right to purchase any of such Real Properties, except as disclosed in the SEC Documents; (iv) all of the Properties complies with all applicable zoning lawsLeases are in full force and effect, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to except where the extent there is a failure to complybe in full force or effect would not, such failure does not result individually or in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereofaggregate, which if consummated would reasonably be expected to have a Material Adverse Effect, and to the knowledge of neither the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of nor any of the Properties its subsidiaries is in default in the payment of any amounts due under any such Leases or in any other default thereunder and neither the Company nor any of the leases governing such Properties and there is no its subsidiaries knows or an event which, but for with the passage of time or the giving of notice or both, would constitute a default under any of such leasesLease, except such defaults as are described that would not, individually or in the Registration Statementaggregate, Pricing Disclosure Package and Prospectus or that would not reasonably be expected to have a Material Adverse Effect; and (v) there is no pending or, to the knowledge of the Company and or its subsidiaries occupy their leased properties under valid and binding leasessubsidiaries, threatened condemnation, zoning change, or other proceeding or action that would in any manner affect the size of, use of, improvements on, construction on or access to any Real Property, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the The Company and its subsidiaries have good and marketable title in fee simple (or, in the case of ground leases, a valid leasehold interest) to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to or a valid leasehold interest in all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lienProspectus, in each case, free and clear of all liens, security interestinterests, mortgagemortgages, pledgepledges, chargecharges, claimclaims, restriction restrictions or encumbrance encumbrances of any kind kind, except those reflected in such financial statements or described in the Registration Statement, the Pricing Disclosure Package and Prospectus or the Prospectus, which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposesits permitted uses, or would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of (ii) the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows does not know of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which Properties, except for such violations that would not reasonably be expected to have a Material Adverse Effect; (iii) each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects andrespects, if and except for such failures to the extent there is a failure comply that would not reasonably be expected to comply, such failure does not result in have a Material Adverse Effect and will not result in a forfeiture or reversion of titleEffect; (iv) none of the Company nor or any subsidiary of its subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and the Company does not know of any such condemnation or zoning change which is threatened and which if consummated would have a Material Adverse Effect, and ; (v) to the knowledge of the Company and the Operating PartnershipCompany, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event whichuncured events of default, but for or events that, with the passage of time or the giving of notice or both, would constitute a default under any of such leasesthe leases governing the Properties, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or Prospectus, and except such defaults that would not have a Material Adverse Effect; and (vi) all of the leases and subleases of the Company and its subsidiaries under which the Company or any of its subsidiaries occupy their leased properties under valid are in full force and binding leaseseffect, except as would not reasonably be expected to have a Material Adverse Effect.

Title to Real and Personal Property. Except (a) The Company, a Material Subsidiary or, to the knowledge of the Company, a Joint Venture Entity, as set forth on Schedule C applicable, is the beneficial owner of, or has the right to this Agreementacquire the interests in, the Company and its subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereofbusiness and assets referred to in the Offering Documents, owned by them inclusive of the Material Properties, free of all Encumbrances whatsoever other than security interests under the Senior Secured Credit Facility and the APG Loan and the relevant joint venture agreements governing the Joint Venture Entities. (collectively, and with all buildings, structures and other improvements located thereon b) Any and all easementsagreements pursuant to which the Company, rights and other appurtenances theretoa Material Subsidiary or, to the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets knowledge of the Company Company, a Joint Venture Entity, as applicable, holds or will hold any of its subsidiaries that such interest in property, business or assets are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants good standing in all material respects andaccording to their terms, if and to the extent there is a failure to complyproperties are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated except, such failure does in any case, where it would not result in a Material Adverse Effect Effect, (c) To the Company’s knowledge there are no unrecorded Encumbrances on the properties, business and assets in which the Company has or will not result have a direct or indirect economic interest except for the rights of Joint Venture Entities applicable to such properties, business or assets and except security interests contemplated under the Senior Secured Credit Facility and the APG Loan. (d) No other property rights, other than Permits to be acquired in a forfeiture or reversion of title; none the ordinary course, are necessary for the conduct of the Company nor any subsidiary has received from any governmental authority any written notice business of any condemnation of or zoning change affecting the Properties or any part thereofCompany, which if consummated would have a the Material Adverse EffectSubsidiaries or, and to the knowledge of the Company, the Joint Venture Entities as currently conducted or contemplated to be conducted. (e) The Company and knows of no claim or basis for any claim that could adversely affect the Operating Partnershipright of any such person to use, transfer or otherwise exploit such property rights and, other than as described in the Offering Documents, no such condemnation person has any responsibility or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of obligation to pay any portion of commission, royalty, license fee or similar payment to any of person with respect to the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesproperty rights thereof.

Title to Real and Personal Property. Except as otherwise set forth on Schedule C to this Agreementin the Registration Statement and Prospectus or such as in the aggregate does not now cause or will in the future result in a Material Adverse Effect, the Company and its subsidiaries each subsidiary have title to their respective properties as follows: (a) with respect to xxxxx (including leasehold interests and appurtenant personal property) and non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, free and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance clear of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgagespledges, charges, encumbrances, mortgages and restrictions, (b) with respect to non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the acquisition thereof by the Company or any subsidiary; (c) with respect to real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, claimsencumbrances, restrictions mortgages and restrictions; and (d) with respect to personal property other than that appurtenant to oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or encumbrances on or affecting the properties and assets of used by the Company or any of its subsidiaries that are required to be disclosed subsidiary lies in the Registration Statement are disclosed therein an area which is, or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company will be, subject to restrictions which would prohibit, and no statements of facts relating to the actions or inaction of another person or entity or his or its ownership, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, the continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the Company or any subsidiary as presently conducted or as the Registration Statement and the Operating PartnershipProspectus indicates they contemplate conducting, no except as may be properly described in the Registration Statement and the Prospectus or such condemnation or zoning change is threatened as in the aggregate do not now cause and which if consummated could have will not in the future result in a Material Adverse Effect; no lessee of any . The working interests in oil, gas and mineral leases or mineral interests that constitute a portion of any the real property held by the Company and the Parent reflect in all material respects the right of the Properties is in default under Parent and each of its subsidiaries to explore, develop or receive production from such real property. The Parent and each of its subsidiaries have such consents, easements, rights of way or licenses from any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults person (“rights-of-way”) as are necessary to enable the Parent and each of its subsidiaries to conduct its business in the manner described in the Registration StatementStatement and the Prospectus, Pricing Disclosure Package subject to such qualifications as may be set forth in the Registration Statement and Prospectus or that the Prospectus, and except for such rights of way the lack of which would not have have, individually or in the aggregate, a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, Each of the Company and its subsidiaries have Subsidiaries has (i) good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable defensible title to all of its oil, gas and mineral leases or mineral interests (including oil and gas xxxxx, producing leasehold interests and appurtenant personal property), and title investigations having been carried out by the other properties and assets reflected Company or each of its Subsidiaries consistent with the reasonable practice in the consolidated financial statements included or incorporated by reference or oil and gas industry in the areas in which each of the Company and its Subsidiaries operate and (ii) good title to all other items of real property and to all personal property described in the Registration StatementStatement or Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, Pricing Disclosure Package in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except (A) those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which that do not materially impair interfere with the use made and proposed to be made of such Property for retail shopping center purposes; all liensproperty by the Company and any of its Subsidiaries or would not reasonably be expected, security interestsindividually or in the aggregate, mortgagesto have a Material Adverse Effect, pledges(B) royalties, overriding royalties and other similar burdens under oil and gas leases, (C) easements, restrictions, rights-of-way and other matters that commonly affect property, (D) those securing taxes and other governmental charges, claimsor claims of materialmen, restrictions mechanics and similar persons, not yet due and payable and (E) those under oil or encumbrances on or affecting gas sales contracts, geophysical exploration agreements, operating agreements, farmout agreements, participation agreements, joint venture agreements, development agreements, unitization, pooling and commutation agreements, declarations and orders and gas sales contracts securing payment of amounts not yet due and payable and of a scope and nature customary in the properties oil and assets gas industry. All of the leases, subleases and concessions under which the Company or any of its subsidiaries that are required to be disclosed Subsidiaries holds or uses its properties described in the Registration Statement and Prospectus are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalfull force and effect, state or federal law, rule or regulation (including those pertaining with such exceptions as would not reasonably be expected to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the knowledge rights of the Company or its Subsidiaries under any of the leases, subleases and concessions mentioned above, or affecting or questioning the Operating Partnershiprights of the Company or any Subsidiary thereof to the continued possession or use of the leased or subleased premises or the premises granted by concessions. Any real property described in the Registration Statement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, no existing and enforceable leases, free and clear of all liens, encumbrances and claims, except those that (1) do not materially interfere with the use made or proposed to be made of such condemnation property by the Company or zoning change is threatened and which if consummated could any of its Subsidiaries or (2) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration StatementStatement or Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, Pricing Disclosure Package in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in such financial statements the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration StatementStatement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus or which are not material in amount or which enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to be have a Material Adverse Effect. To the Company’s knowledge, each of the properties of the Company and its Subsidiaries complies in all material respects with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or Prospectus or except for such failures to comply that would not, individually or in documents incorporated the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state and its Subsidiaries or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would otherwise have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or its subsidiaries has received from any governmental authority or regulatory authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or personal property described in the Registration StatementStatement or Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, Pricing Disclosure Package in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in such financial statements the aggregate, reasonably be expected to have a Material Adverse Effect. Any real or personal property described in the Registration StatementStatement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, Pricing Disclosure Package existing and Prospectus or which are not material in amount or which enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to be have a Material Adverse Effect. To the Company’s knowledge, each of the properties of the Company and its Subsidiaries complies in all material respects with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement are disclosed therein or Prospectus or except for such failures to comply that would not, individually or in documents incorporated the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state and its Subsidiaries or federal law, rule or regulation (including those pertaining otherwise reasonably be expected to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none . None of the Company nor any subsidiary or its subsidiaries has received from any governmental authority or regulatory authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Except (a) as otherwise set forth on Schedule C to this Agreementin the Preliminary Prospectus, the Prospectus and the Pricing Disclosure Package, (b) for liens, security interests and similar encumbrances under the Debt Instruments or (c) such as in the aggregate does not now cause or will in the future cause a Material Adverse Effect, the Company and its subsidiaries each subsidiary have title to their respective properties as follows: (i) with respect to xxxxx (including leasehold interests and appurtenant personal property) and non-producing oil and natural gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, (ii) with respect to non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the acquisition thereof by the Company or any subsidiary, (iii) with respect to real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, and (iv) with respect to personal property other than that appurtenant to oil and gas interests, such title in fee simple to is free and clear of all the liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real propertiesproperty owned, leased, licensed, or used by the Company or any part thereofsubsidiary lies in an area which is, owned by them (collectivelyor to the knowledge of the Company will be, subject to restrictions which would prohibit, and with all buildingsno statements of facts relating to the actions or inaction of another person or entity or his or its ownership, structures and other improvements located thereon and all easementsleasing, rights and other appurtenances theretolicensing, or use of any real or personal property exists or will exist which would prevent, the “Properties”) and good and marketable title to all the other properties and assets reflected continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the consolidated financial statements included business of the Company or incorporated by reference any subsidiary as presently conducted or as the Registration Statement, the Preliminary Prospectus, the Prospectus or the Pricing Disclosure Package indicates they contemplate conducting, except as may be properly described in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described as in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which aggregate do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties now cause and assets of the Company or any of its subsidiaries that are required to be disclosed will not in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have future cause a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement and the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, Pricing Disclosure Package Statement and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package Statement and Prospectus or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries Subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary Subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package Statement and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries Subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreement, the The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the real properties, or any part thereof, owned by them and material to the business of the Company (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus Statement or which are not material in amount or which do not materially impair the use of such Property for retail shopping center purposesits permitted uses; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries Subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows does not know of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; expect as would not result in a Material Adverse Effect, none of the Company nor any subsidiary Subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no does not know of any such condemnation or zoning change which is threatened and which if consummated could would have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, the Pricing Disclosure Package and Prospectus the Prospectus, or that would not have a Material Adverse Effect; and the Company and its subsidiaries Subsidiaries occupy their leased properties under valid and binding leases.

Title to Real and Personal Property. Except as set forth on Schedule C to this Agreementin the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all the items of real properties, or any part thereof, property owned by them (collectivelythem, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable valid title to all the personal property (other properties and assets reflected than Intellectual Property, which is addressed exclusively in the consolidated financial statements included or incorporated by reference or Section 1(z) above) described in the Registration Statement, Pricing Disclosure Package the Time of Sale Prospectus or the Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, in each case free and Prospectus subject to no lienclear of all liens, security interestencumbrances and claims, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in such financial statements the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration Statement, Pricing Disclosure Package and the Time of Sale Prospectus or which are not material in amount or which the Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially impair interfere with the use made or proposed to be made of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of property by the Company or any of its subsidiaries that are required to Subsidiaries or (B) would not be disclosed reasonably expected, individually or in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalaggregate, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each . Each of the Properties properties of the Company and its Subsidiaries complies with all applicable Laws (including building and zoning lawsLaws and Laws relating to access to such properties), ordinances, regulations and deed restrictions or other covenants in all material respects and, except if and to the extent there is a failure disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus or except for such failures to complycomply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such failure does not result in property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect and will not result in a forfeiture or reversion of title; none Effect. None of the Company nor any subsidiary or its subsidiaries has received from any governmental authority Governmental Authorities any written notice of any condemnation of of, or zoning change affecting affecting, the Properties properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any part thereof, which if consummated would material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, and to the knowledge of the Company and the Operating Partnership, no such condemnation individually or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leasesaggregate.

Title to Real and Personal Property. Encumbrances; and Leases. (i) Except as set forth on Schedule C to this Agreement12(d)(i) hereto, the Company and its subsidiaries have has good and marketable title in fee simple to all the real properties, or any part thereof, owned by them (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”) and good and marketable title to all the other properties Real Property and assets reflected in the consolidated financial statements included or incorporated all Personal Property owned by reference or described in the Registration Statement, Pricing Disclosure Package it which is being purchased by ALBANK hereunder and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance owns such property free and clear of any kind and all Encumbrances, except those reflected in such financial statements Permitted Encumbrances and Permitted Exceptions. (ii) Except as set forth on Schedule 12(d)(ii) hereto, none of AFC, AVC or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are not material in amount or which do not materially impair the use GMB has received any notice of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances on or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalapplicable zoning or environmental regulation, state ordinance or federal other law, rule order, regulation or regulation requirement relating to (including those pertaining A) the operations conducted from or at the Branches or (B) the Real Property (a "Violation") and the Company's has no knowledge of any such Violation of a material nature. The Company shall give ALBANK notice of any such Violation that it receives prior to environmental mattersClosing (a "Violation Notice"), and the provisions of Section 15(d) concerning shall apply thereto. Except as set forth on Schedule 12(d)(ii) hereto, all buildings and structures constituting the Properties which would have a Material Adverse Effect; each of Purchased Branches or the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants OREO conform in all material respects andwith all applicable ordinances, if codes and regulations, or are not required to the extent there is a failure conform due to complygrandfathering clauses contained in such ordinances, such failure does not result in a Material Adverse Effect codes or regulations, and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from all permits, licenses, approvals and other authorizations, required by any governmental authority any written notice or third party have been obtained and are in full force and effect. The Company has the right under all applicable laws and Leases to use all of any condemnation of or zoning change affecting the Properties or any part thereof, Real Property Assets for the use for which if consummated would have a Material Adverse Effectthey are currently being used, and there is no condemnation proceeding pending or, to the knowledge of the Company, threatened, which would preclude or impair the use of the Purchased Branches as currently being used in the conduct of the banking business of GMB or the use of the OREO properties in the manner in which each is currently being used. For purposes of this Agreement, "to the knowledge of the Company" or words of substantially identical import shall mean any fact, condition or circumstance actually known by an officer of the Company in the reasonable exercise of such officer's duties. (iii) Annexed to Schedule 1.9 are true and complete copies of all of the Leases, and GMB is the tenant with respect to each such Lease. Each of the Leases and each of the Premises Leases is valid and binding on GMB and, to the Company's knowledge, valid and binding on and enforceable against all other respective parties to the Leases and the Operating PartnershipPremises Leases in accordance with their respective terms (subject to bankruptcy, no such condemnation insolvency, reorganization, moratorium and similar laws affecting the rights and remedies of creditors generally and general principles of equity). There are not, under the Leases or zoning change is threatened and the Premises Leases, any existing breaches, defaults, events of default by GMB, or events which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage with notice and/or lapse of time or the giving of notice or both, would constitute a breach, default under or event of default by GMB, nor has the Company received notice of, or made a claim with respect to, any breach or default by any other party to the Leases or the Premises Leases. GMB enjoys quiet and peaceful possession of all such leases, except such defaults leased properties occupied by it as are described in lessee. All rent on the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; Leases and the Company Premises Leases has been paid through the current month. (iv) The Real Property and its subsidiaries occupy their leased properties under valid Personal Property which are being purchased by ALBANK hereunder are in such maintenance, repair and binding leasesoperating condition, ordinary wear and tear excepted, as is consistent with customary prior business practice at the Branches, are adequate for the purposes for which they are now being or are anticipated to be used, and are free from any material defects.

Title to Real and Personal Property. Except (i) The Company, either directly or through a Subsidiary, has good and marketable fee or leasehold title to the Properties, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, other than those that (A) are described in the Registration Statement (including in descriptions of mortgages and secured indebtedness), the Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of the Properties and do not materially interfere with the use made and proposed to be made of such Property by the Company or any of the Subsidiaries; (ii) except as set forth on Schedule C disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of the Subsidiaries owns any material real property other than the Properties; (iii) each of the ground leases and subleases relating to this Agreementa Property, if any, material to the business of the Company and its subsidiaries have good the Subsidiaries, taken as a whole, are in full force and marketable title in fee simple effect, with such exceptions as do not materially interfere with the use made or proposed to all be made of such Property by the real propertiesCompany or any of the Subsidiaries, and (A) no default or event of default has occurred under any ground lease or sublease with respect to such Property and neither the Company nor any of the Subsidiaries has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such ground lease or sublease and (B) neither the Company nor any part thereofof the Subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of the Subsidiaries under any of the ground leases or subleases mentioned above, owned by them or affecting or questioning the rights of the Company or any of the Subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; and (collectively, and with all buildings, structures and other improvements located thereon and all easements, rights and other appurtenances thereto, the “Properties”iv) and good and marketable title to all the other properties and assets reflected in the consolidated financial statements included or incorporated by reference or except as (A) described in the Registration Statement, the Pricing Disclosure Package and Prospectus subject to no lien, security interest, mortgage, pledge, charge, claim, restriction or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, Pricing Disclosure Package and Prospectus or which are (B) would not have a material in amount or which do not materially impair the use of such Property for retail shopping center purposes; all liens, security interests, mortgages, pledges, charges, claims, restrictions or encumbrances adverse effect on or affecting the properties and assets of the Company or any of its subsidiaries that are required to be disclosed in and the Registration Statement are disclosed therein or in documents incorporated by reference therein; neither the Company nor the Operating Partnership knows of any violation of any municipalSubsidiaries, state or federal lawtaken as a whole, rule or regulation (including those pertaining to environmental matters) concerning the Properties which would have a Material Adverse Effect; each of the Properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not result in a Material Adverse Effect and will not result in a forfeiture or reversion of title; none of the Company nor any subsidiary has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, which if consummated would have a Material Adverse Effect, and to the knowledge of the Company and the Operating PartnershipCompany, no such condemnation or zoning change is threatened and which if consummated could have a Material Adverse Effect; no lessee of any portion of any of the Properties is in default under any of the leases governing such relating to the Properties and there is no neither the Company nor any of the Subsidiaries knows of any event which, but for whether with or without the passage of time or the giving of notice notice, or both, would constitute a default under any of such leases, except such defaults as are described in the Registration Statement, Pricing Disclosure Package and Prospectus or that would not have a Material Adverse Effect; and the Company and its subsidiaries occupy their leased properties under valid and binding leaseslease.