Common use of Owned Real Property Clause in Contracts

Owned Real Property. (a) Seller will convey good and marketable title to the Owned Real Property, free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists.

Owned Real Property. (a) Seller will convey Schedule 3.15(a) sets out the municipal address and a complete and accurate legal description of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”). (b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title to in fee simple to, all of the Owned Real Property, free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurableLiens except Permitted Liens. (bc) Seller has not received Except as set forth in Schedule 3.15(c), none of the ELN Companies have granted to any written notice Person any right of first refusal, right of first opportunity, option or similar rights to purchase any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no actionELN Company has leased (as landlord) any portion of the Owned Real Property to any Person. (d) Except as set forth in Schedule 3.22, suitnone of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, proceeding or investigation in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past. (e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past. (f) There are no pending or to the Knowledge of the Seller, threatened before expropriation or condemnation proceedings relating to any governmental authority which relates to Seller or of the Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (dg) To the Knowledge of the Seller’s knowledge, Seller has received there are no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstandingproposed assessments, capital charges or levies assessed or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment assessed against any of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated herebyby a Governmental Authority. (fh) To the Knowledge of the Seller’s knowledge, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property. (i) Neither the Company nor the Seller has received no notice notices from any Governmental Authority of any default work orders or breach by Seller under any covenant, condition, restriction, right directives or notices of way deficiency capable of resulting in work orders or easement affecting directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past. (j) Except as set forth in Schedule 3.15(j), neither the Seller nor any portion thereof, and no such default ELN Company has received notice of any claims for construction liens with respect to work or breach now existsservices performed or materials supplied in connection with any of the Owned Real Property.

Owned Real Property. Section 5.13 of the Disclosure Schedule contains a full, complete and accurate list of the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property: (a) Seller will convey the Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and clear record and marketable fee simple title to the such Owned Real Property, and to Seller’s and Company’s Knowledge, is insurable by a recognized national title insurance company at standard rates, free and clear of all any Lien (other than Permitted Encumbrances. No ), easement, environmental lien, title defectenvironmental use restriction, judgment covenant or encumbrance other restriction, except for recorded easements, covenants and other non-environmental restrictions which either do not impair the uses, occupancy or value of such Owned Real Property; (b) there are no (i) (A) does not specifically pertain pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property and Property, (Bii) is insured over by the title insurance company insuring Purchaser’s title pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iiiii) is not an Encumbrance, shall be deemed to render title to other matters affecting adversely the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To SellerCompany’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to SellerConsolidated Subsidiary’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property for the operation of its business or which the value thereof], other than such proceedings, claims or matters that would materially limit not have a Material Adverse Effect; (c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or restrict Purchaser’s agreements, written or oral, granting to any third party or parties the right of use or ability occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Section 5.13(c) but will be added if executed prior to enter into this Agreement Closing; no one, other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property under any unrecorded leases, tenancy at will or otherwise; and consummate all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the sale and purchase contemplated hereby.Disclosure Schedule; (d) the Company has no Knowledge of any material violation of any covenants, restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property; (e) there are no outstanding options or rights of first refusal to purchase, lease or use such Owned Real Property, or any material portion thereof or interest therein; and (f) To Seller’s knowledge, Seller neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the Company, there is no notice proposed or pending proceeding to change or redefine the zoning classification of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property all or any portion thereof, and no of such default or breach now existsOwned Real Property.

Owned Real Property. Schedule 3.13 contains a complete and ------------------- correct list of all of the real property (aother than Leased Real Property (hereinafter defined)) Seller will convey used in connection with the Business (together with the Related Land, the "Real Property"). Except as set forth in Schedule 3.13 and except for Permitted Encumbrances, the Companies have good and marketable fee simple title to all of the Owned Real Property, including the buildings, structures and other improvements located thereon, free and clear of all any Encumbrances. No lienWithout limiting the foregoing, there are no outstanding options or rights of first refusal or first offer to purchase the Real Property, or any portion thereof or interest therein. Except as disclosed in Schedule 3.13(a), there are no eminent domain (which term, as used herein, shall include other compulsory acquisitions or takings by Governmental Authority) proceedings pending or, to the knowledge of Shareholders, threatened against any Real Property or any material portion thereof which proceedings (if resulting in a taking of any Real Property by a Governmental Authority) could have a material adverse effect on the use or value of such Real Property as now used by the Companies. Shareholders have delivered or caused to be delivered to Buyer, with respect to the Real Property, true and correct copies of any title insurance commitments, title defectinsurance policies and surveys in the possession of Shareholders or the Companies. Except as disclosed in Schedule 3.13(a), judgment none of Shareholders or encumbrance the Companies has received any notice from any Governmental Authority of any zoning, land use, building, fire or health code or other legal violation in respect of any Real Property, other than violations which either have been corrected or which could not, individually or in the aggregate, have a material adverse effect on the use or value of such Real Property as now used in the Business. Each Real Property is adequate (i) (A) does not specifically pertain from both a legal and a physical perspective, including, without limitation, with respect to compliance with recorded agreements affecting the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title listed in Schedule 3.13(a), but only to the extent compliance with such agreements is the responsibility of Shareholders or the Companies under the terms of such agreements) for the use now made thereof in the Business, except for such inadequacies as could not, individually or in the aggregate, have a material adverse effect on the use of such Real Property or (ii) is not an Encumbrance, shall be deemed to render title to as now used in the Real Property unmarketable or uninsurableBusiness. (b) Seller has not received any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists.

Owned Real Property. (a) Seller will convey good shall pay when due any and marketable title all Occupancy Expenses with respect to each Owned Real Property solely to the Owned Real Property, free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to extent arising during the Real Property and (B) is insured over by period commencing on the title insurance company insuring Purchaser’s title to Petition Date through the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurableClosing Date. (b) From the date hereof through the Closing Date, Seller has shall use commercially reasonable efforts to maintain and preserve each Owned Real Property and all related Acquired Assets in a condition substantially similar to the their present condition. Prior to Closing, Seller shall not received without Buyer’s consent, and shall not solicit any written notice other Person to, (A) sell, transfer, assign, convey, lease, license, mortgage, pledge or otherwise encumber any Owned Real Property or related Acquired Asset (other than sales of Inventory in accordance with the terms of this Agreement, Permitted Encumbrances and any uncured current violationapplicable statutory liens (solely to the extent that such Owned Real Property or related Acquired Asset will be transferred free and clear of such statutory liens pursuant to the applicable transfer document)), citations(B) grant or terminate any other interests in any Owned Real Property or related Acquired Asset, summonses(C) cancel or compromise any claim or waive or release any right, subpoenas, compliance orders, directives, suitsin each case that is related to any Owned Real Property or any related Acquired Assets (for the avoidance of doubt, other legal processthan any Excluded Assets), (D) take any action with respect to Taxes or Tax matters that could reasonably be expected to result in an Encumbrance on any Owned Real Property or related Acquired Assets (other written notice than Permitted Encumbrances) or (E) enter into any agreement or commitment to take any action prohibited by this Section 9.8(b). (c) From and after the date hereof through Closing, Sellers shall bear the risk of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating loss or damage to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates Seller shall continue all insurance policies with respect to Seller or the Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or policies providing substantially similar coverages to the extent available at commercially reasonable rates (and in all instances without any portion thereofreductions in the amounts of available coverage), including comprehensive public liability, casualty and umbrella liability insurance, and no shall cause Buyer to be named as a loss payee or additional insured, as applicable, with respect to all such default policies. Seller shall pay to Buyer on the Closing Date all insurance recoveries and all warranty and condemnation proceeds received or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding receivable after the date hereof with respect to the Owned Real Property. In connection with any payment of recoveries or proceeds under this Section 9.8(c), (i) such payment of recoveries or proceeds shall not include any recoveries or proceeds to the extent attributable to lost rents or similar costs applicable to any period prior to the Closing or paid in connection with repair, restoration or replacement during such period, and (ii) to the Owned Real Property is extent that Buyer has received written notice thereof in reasonable detail not subject less than fifteen (15) days prior to the Closing, such payment of recoveries or proceeds shall be reduced by the amount of (x) all actual and documented, reasonable out of pocket repair costs incurred by Sellers in connection with the repair or restoration of such damage or destruction, (y) all actual and documented, reasonable out of pocket collection costs of Sellers respecting any claimawards or other proceeds, demandand (z) any amounts required to be paid (and solely to the extent actually paid) by Sellers or the insurance company to the applicable landlord under the Lease, suit, lien, proceeding or litigation of any kind, pending or outstandingif applicable, or to Sellersuch landlord’s knowledgelender as required pursuant to any of such lender’s financing, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated herebyas applicable. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists.

Owned Real Property. Schedule 4.13 sets forth the address and description of each parcel of real property owned by the Company or any of its Subsidiaries (a) Seller will convey the "Owned Property"). The Company or its applicable Subsidiary has good and marketable fee simple title in and to all of the Owned Real Property, free and clear subject to no Liens, encroachments, claims, leases, rights of all Encumbrances. No lienpossession or other defects in title, title defect, judgment or encumbrance which either except (i) (A) does Liens for Taxes not specifically pertain to the Real Property yet due and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or payable, (ii) covenants, conditions and restrictions of record and minor title defects none of which individually or collectively could reasonably be expected to interfere with the Company's business as presently conducted or as planned to be conducted and (iii) as described on Schedule 4.13. Other than the Company and its Subsidiaries, there are no parties in possession or parties having any current or future right to occupy any of the Owned Property. The Owned Property is not an Encumbrancein good condition and repair and is sufficient for the conduct of the business of the Company and its Subsidiaries as currently conducted. The Owned Property and all buildings and improvements located thereon conform in all material respects to all applicable building, shall be deemed to render title zoning and other laws, ordinances, rules and regulations. All permits, licenses and other approvals necessary to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice current occupancy and use of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property have been obtained, are in full force and there is effect and have not been violated, except where the failure to obtain, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There exists no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice violation of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right easement, agreement or order affecting any portion of way or easement affecting the Owned Real Property. All improvements located on the Owned Property have direct access to a public road adjoining such Owned Property. No such improvements or accessways encroach on land not included in the Owned Property and no such improvement is dependent for its access, operation or utility on any land, building or other improvement not included in the Owned Property, except for those that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There is no pending or, to the knowledge of the Company or any of its Subsidiaries, any threatened condemnation proceeding affecting any portion of the Owned Property. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Property or any portion thereof, and no such default thereof or breach now existsinterest therein. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists.

Owned Real Property. (a) Schedule 3.05(a) sets forth an accurate and complete list of all Owned Real Property. The property maps attached to Schedule 3.05(a) depict in a reasonably accurate manner the location and boundaries of the Owned Real Property. True and complete copies of the following have heretofore been delivered to Buyer: (i) all deeds, title insurance policies, title insurance commitments, title reports, title opinions, title abstracts, maps and surveys relating to the Purchased Real Property, in each case which such Seller will convey has in its possession, and (ii) all documents evidencing recorded and unrecorded Encumbrances upon the Purchased Real Property which such Seller has in its possession. (b) Subject to the standard warranty limitations as set forth in a special warranty deed, the Sellers have good and marketable title to the Owned Real Property, free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurableexcept Permitted Encumbrances. (bc) The Sellers have obtained all appropriate certificates of occupancy, licenses, easements and rights of way, required to use and operate the Owned Real Property in all material respects in the manner in which the Owned Real Property is currently being used and operated in connection with the Purchased Business. No Seller has not received any written notice of any uncured current violationintention on the part of any issuing authority to cancel, citationssuspend or modify any material approvals, summonses, subpoenas, compliance orders, directives, suits, other legal process, licenses or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations permits relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (cd) No Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting proposed special assessment which would materially and adversely affect the Owned Real Property or any portion thereof, and no such default or breach now existsProperty. (e) Neither No Seller nor is party to any of its Affiliates has entered into any agreement regarding lease or assignment under which such Seller is a lessor or sublessor with respect to the Owned Real Property, and the Owned Real Property is not subject made available for use by any third party. (f) There are no outstanding options or rights of first refusal to purchase any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated herebyany interest therein. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists.

Owned Real Property. (ai) Seller will convey SCHEDULE L sets forth a complete list of the Owned Real Property, in each case by reference to the owner, municipal address and legal description. (ii) Except as disclosed in SCHEDULE I, the Corporation or one of the Subsidiaries, as applicable, is the legal and beneficial owner of the Owned Real Property in fee simple, with good and marketable title to the Owned Real Propertythereto, free and clear of all Encumbrances other than Permitted Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable. (biii) Seller has not received Except as disclosed in SCHEDULE I and save for any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating documentation registered on title to the Owned Real Property or delivered to the Buyer prior to the date hereof, there are no agreements, undertakings or other documents which adversely affect the title to, or ownership of, or the right to occupy, the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates easement rights relating to Seller or the Owned Real Property. (civ) Seller has not received any written notice Except as disclosed in SCHEDULE I, all accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any actual of the buildings, improvements or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting other structures constructed on the Owned Real Property or any portion thereof, have been fully paid and no one is entitled to claim a lien under the Construction Lien Act, R.S.O. 1990, Chapter C.30, or other similar legislation for such default work performed by or breach now existson behalf of the Corporation or the Subsidiaries. (ev) Neither Seller nor any Except as disclosed in SCHEDULE I or as may be disclosed on title, the operations of its Affiliates has entered into any agreement regarding the Owned Real Property, and Corporation from the Owned Real Property is are not subject to any claim, demand, suit, lien, proceeding restriction or litigation limitation that would materially adversely affect the Corporation and are not in contravention of any kindApplicable Laws. (vi) The Corporation has not received notice of any assessment or any capital charges or levies assessed or proposed to be assessed against any of its Assets by a Governmental Authority or that any Governmental Authority intends to require the Corporation to pay for any future roads, pending utilities or outstandingservices relating to the Real Property. (vii) Except as disclosed in SCHEDULE I all improvements (including all plant, buildings, structures, erections, appurtenances and fixtures) situated on or to Seller’s knowledgeforming part of the Real Property were completed in a good and competent manner and in all material respects in accordance with the requirements of all applicable Governmental Authorities and all such improvements are free of material defect. (viii) The Real Property is serviced by all private and public utility services that are necessary for the operations of the Corporation and/or the Subsidiaries on the Real Property. (ix) To the Knowledge of the Sellers, threatenedneither the Corporation nor the Subsidiaries have received a deficiency notice, which would be binding upon Purchaser request or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment written advice of any breach of any Applicable Law in respect of the Owned Real Property which could, if not corrected, become a work order or which would materially limit could require performance of work or restrict Purchaser’s right or ability expenditure of money to enter into this Agreement and consummate the sale and purchase contemplated herebycorrect. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists.

Owned Real Property. (ai) Seller will convey The Vendor has disclosed in Schedule 4.1(l)(i)(A) a true and complete list of the municipal address and legal description of all real or immovable property currently owned by either of the Purchased Corporations (the “Owned Real Property”), and (B) a true and complete list of any current title insurance policy issued to either of the Purchased Corporations in respect of any Owned Real Property, true and complete copies of which have been made available to the Purchaser. There are no agreements, options, leases, contracts or commitments to sell, transfer, lease or dispose of any of the Owned Real Property to which either of the Purchased Corporations is currently bound nor any agreements, contracts or commitments that would restrict the ability of either of the Purchased Corporations to transfer or dispose of the Owned Real Property or any interest therein other than the Mortgage. (ii) Except for the Owned Real Property and the Option to Purchase, neither of the Purchased Corporations owns, leases or otherwise occupies any other real or immovable property, and neither is party to any outstanding agreement or option to purchase, lease or otherwise occupy any real or immovable property or any interest in any real or immovable property. (iii) 1167025, as registered owner and bare trustee, and the Corporation, as sole beneficial owner, have good and marketable title to the Owned Real Property, free and clear of all Encumbrances. No lienLiens, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurableexcept for Permitted Liens. (biv) Seller has not received Except as disclosed in Schedule 4.1(l)(iv), there are no improvements or alterations to any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (cv) Seller has not received any written notice of any actual or pending condemnation proceeding Except as disclosed in Schedule 4.1(l)(v), all amounts for labour and materials relating to the Branchesconstruction and repair of the Buildings and Fixtures on any Owned Real Property required to be made by either of the Purchased Corporations prior to the date hereof have been paid in accordance with contractual arrangements therefor. (dvi) There are no outstanding work orders affecting any Owned Real Property issued by or required by any municipality, police department, fire department, sanitation, health or safety authorities or from any other Person. (vii) The Owned Real Property is adequate and suitable for the purposes for which it is presently being used and the Purchased Corporations have adequate rights of ingress and egress to such Owned Real Property for the operation of the business as presently conducted. (viii) To Seller’s knowledgethe knowledge of the Vendor, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property does not violate any restrictive covenant, zoning or land use restrictions, site plan or municipal agreements, or any portion thereof, and no such default provision of any Law or breach now existsencroach on any property owned by any other Person. (eix) Neither Seller nor No condemnation or expropriation proceeding is pending or, to the knowledge of the Vendor, threatened against any of its Affiliates has entered into any agreement regarding the Owned Real Property. (x) There are no Taxes, and tax arrears, local improvement or capital charges, special levies or other rates or charges of a similar nature associated with the Owned Real Property is not subject (other than realty taxes accruing from day to any claimday) that are outstanding and unpaid. (xi) Each of the Purchased Corporations has performed and observed all material covenants, demandconditions, suitagreements, lienstatutory requirements, proceeding planning consents, by- laws, orders and regulations required to be performed or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment observed by it in respect of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate no notice of a breach thereof has been received by either of the sale and purchase contemplated herebyPurchased Corporations. (fxii) To Seller’s knowledgeExcept as set forth in Schedule 4.1(l)(xii), Seller neither of the Purchased Corporations (i) is a party to any arrangement or understanding with an Aboriginal band, community or group relating to the Owned Real Property; (ii) is or has been engaged or involved in any disputes, discussions or negotiations with any Aboriginal band, community or group relating to the Owned Real Property; or (iii) is aware of or has received no notice of any default claim, either from an Aboriginal band, community or breach by Seller under group or any covenantGovernmental Entity, condition, restriction, right indicating that the use or contemplated use of way or easement affecting the Owned Real Property has in any way infringed upon or has an adverse effect on any portion thereofAboriginal title, and no such default rights or breach now existsinterests.

Owned Real Property. (a) Seller will convey good and marketable title With respect to the Owned Real Property: (a) Except as described on Schedule 3.11(a), free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) the Owned Real Property does not specifically pertain violate any applicable ordinance or other law, order, regulation, or requirement except any such violation which would not adversely affect in any material respect the use thereof as currently being used and has not received notice of condemnation or the like relating to any part of the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Owned Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable.operation thereof; (b) Seller has not received notice that the Owned Real Property or its operation violate any applicable zoning ordinances, nor, to Seller’s Knowledge, will the Buyer’s operation of an acute care hospital on the Owned Real Property as presently operated result in a violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing, and Seller has received no written notice that the buildings and improvements constituting the Owned Real Property are noncompliant in any material respect with any building codes; (c) Except as described on Schedule 3.11(c), the Owned Real Property is subject to no easements, restrictions, ordinances, or such other limitations on title so as to make such property unusable for its current use or the title uninsurable or unmarketable or which materially restrict or impair the use, marketability or insurability of the Owned Real Property; (d) Except as described on Schedule 3.11(d) and subject to any applicable “grandfathered” or other pre-existing rights and conditions under the Accessibility Laws (as hereafter defined), the Owned Real Property is in substantial compliance with the applicable provisions of the Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable state statute relative to accessibility (these laws are referred to, collectively, as the “Accessibility Laws”), and there is no pending, or, to Seller’s Knowledge, threatened litigation, administrative action or complaint (whether from state, federal or local government or from any other person, group or entity) relating to compliance of any of the Owned Real Property with the Accessibility Laws; (e) Except as described on Schedule 3.11(e), there are no tenants or other persons or entities occupying any space in the Owned Real Property, other than pursuant to tenant leases described in Schedule 3.11(e) and, except as described on Schedule 3.11(e), no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any material amount is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.11(e); (f) Schedule 3.11(f) sets forth a “rent roll” which sets forth for any leases at the Healthcare Facilities where Seller is the landlord: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) a list of all then delinquent rental payments; (iv) a list of any material concessions granted to tenants; (v) a list of tenant deposits and a description of any application thereof, and (vi) a list of all uncured material defaults under the leases known to Seller; (g) Except as described on Schedule 3.11(g), Seller has not received any written notice of any uncured current violationexisting, citationsproposed or contemplated plans to modify or realign any street or highway or any existing, summonses, subpoenas, compliance orders, directives, suits, other legal process, proposed or other written notice contemplated eminent domain proceeding that would result in the taking of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding all or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice part of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or that would materially and adversely affect the current use of any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any part of its Affiliates has entered into any agreement regarding the Owned Real Property; (h) Except as described on Schedule 3.11(h), and the Owned Real Property is not subject to any claimlocated within a one hundred year flood plain or, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledgeKnowledge, threatenedan area identified by the Secretary of Housing and Urban Development as having “special flood hazards,” as such term is used in the National Flood Insurance Act of 1968, which would be binding as amended and supplemented by The Flood Disaster Protection Act of 1973, and in regulations, interpretations and rulings thereunder; and (i) Except as described on Schedule 3.11(i), to Seller’s Knowledge, the existing improvements located upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property do not encroach upon adjacent premises or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement upon existing utility company easements and consummate existing restrictions are not violated by the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting improvements located on the Owned Real Property or any portion thereof, and no such default or breach now existsProperty.

Owned Real Property. Set forth in Section 4.20(b) of the Company Disclosure Letter is a true, correct and complete list of the addresses and recorded property descriptions of all of the Company’s right, title and interest in real property owned by the Company as of the date of this Agreement (asuch real property, together with any buildings, structures and improvements located thereon, and any other real property interests pertaining thereto, the “Owned Real Property”). Except as set forth in Section 4.20(b) Seller will convey of the Company Disclosure Letter, with respect to such Owned Real Property: (i) the Company has good and marketable valid fee simple title to the Owned Real Property, Property free and clear of all Encumbrances. No lienLiens (other than Permitted Liens), title defect(ii) as of the date of this Agreement there is no condemnation, judgment expropriation or encumbrance which either (i) (A) does not specifically pertain other like proceeding in eminent domain pending or, to the Real Property and (B) is insured over by Knowledge of the title insurance company insuring Purchaser’s title to the Company, threatened, against any Owned Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable any portion thereof or uninsurable. (b) Seller has not received any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, sale or other written notice disposition of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereofpart thereof in lieu of condemnation and (iii) to the Knowledge of the Company, as of the date of this Agreement, there is no other proceeding relating to any Owned Real Property that would materially and no such default adversely affect the current use or breach now exists. (e) Neither Seller nor possession of any of its Affiliates has entered into any agreement regarding the Owned Real Property. To the Knowledge of the Company, the Company has sufficient title to such easements, rights of way and other rights appurtenant to each Owned Real Property as are necessary to permit ingress and egress to and from the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the a public way. The Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Leased Real Property is all the real property used or any portion thereof, and no such default or breach now existsheld for use in connection with the operation of the business of the Company in the ordinary course.

Owned Real Property. (a) Seller will convey good and marketable title to SCHEDULE 6.11.1(a) sets forth a description of the real property where the Cables Business is operated (including at Montereau, France) which are part of the Contributed Assets (the "Owned Real Property, free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable"). (b) Except as set forth in SCHEDULE 6.11.1(b) and for those matters identified in the environment and safety investment program described in SCHEDULE 4.1. (i) Seller has not received any written notice is, and at Closing the Subsidiary will be, the full and exclusive owner of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property which is duly identified at the appropriate land and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates mortgages register according to Seller or the Owned Real Property.laws and regulations in force; (cii) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the The Owned Real Property is not subject to any claimencumbrance of any kind (meaning any pledge, demandmortgage, suitseizure, privilege, lien, proceeding usufruct, right of pre-emption, enjoyment or litigation claim, easement, right of first refusal or any third party option right or any other encumbrance or security interest of any kind) (hereinafter referred to as "Real Property Encumbrance(s)") for the benefit of third parties, pending other than the Permitted Real Property Encumbrances. (iii) The Seller has received no written notice from a Governmental Authority or outstanding, or local authority (including regional and municipal authorities) relating to Seller’s knowledge, threatened, a decision which would be binding upon Purchaser or its successors or assigns may impair the full and materially affect or limit Purchaser’s or its successors’ or assigns’ use exclusive ownership and the free enjoyment of the Owned Real Property and the Key Employees have no knowledge of projects or plans by such authorities which would materially limit or restrict Purchaser’s right or ability give rise to enter into this Agreement and consummate the sale and purchase contemplated herebysuch a decision. (fiv) To All the commitments undertaken by the Seller and by the Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting 's predecessors vis-a-vis the administrative authorities in relation to the Owned Real Property (including obligations of any nature, if any, arising from the town planning agreements, or from any portion thereofother agreement entered into with administrative bodies and including, moreover, obligations of payment connected with the issue of any authorization or permit) have been fulfilled in all material respects; (v) All the construction works which have been carried out in relation to the Owned Real Property have been carried out in compliance with the material rights of third parties and, in all material respects, with the applicable building and zoning laws and regulations (the "Building and Zoning Laws"), the relevant building licenses and with any other necessary administrative authorization; (vi) All material construction permits, licenses and other authorizations relating to the Owned Real Property have been obtained in accordance with all applicable Building and Zoning Laws and consequently are valid and effective; (vii) The Owned Real Property is in all material respects in compliance with town planning, health and safety, safety at place of work and fire prevention laws and regulations and Seller has no knowledge of any structural defect of the Owned Real Property likely to materially affect the operation of the Cables Business as currently conducted. The use classification of the Owned Real Property lawfully allows its use for the carrying out of the activities of the Cable Business. (viii) The Owned Real Property is served by drainage, water, electricity and gas services all of which are connected to the mains and, to Seller's knowledge, said utilities are in good working condition, subject to normal wear and tear. (ix) All easements necessary for the conduct of business on the Owned Real Property have been obtained by the Seller and shall not be terminated as a result of the transfer of the Owned Real Property to the Subsidiary. (x) On the Closing Date, and no such default subject to the representations or breach now existswarranties with respect to the Owned Real Property given hereabove, the Owned Real Property will be transferred to the Subsidiary on an "as is" basis (en l'etat) ; therefore neither SAFRAN nor the Seller makes any representations or warranty related thereto other than those set forth in this Section 6.11.1.

Owned Real Property. Except as set forth on Schedule 4.8, (a) each of the Owned Real Property includes the right of ingress and egress (legal and practical) over public rights-of-way or valid and existing private easements of perpetual duration; (b) all sewer and other utility services to each of the Owned Real Property necessary for operation of the Facility as currently operated by the Seller will convey good are available, have been completed, installed and marketable title paid for (and all connections for such services are paid for), and all such services enter such property through adjoining public streets, or if they pass through adjoining private lands, they do so in accordance with valid public or private easements; (c) the Seller is and has at all times been in compliance with all applicable Laws relating to zoning and land use and to Seller’s Knowledge, to building codes (including having obtained necessary permits and certificates of occupancy) in respect of any of the Owned Real Property (and the Seller’s current use of such properties does not constitute a nonconforming use) and in material compliance with all covenants and other restrictions applicable to any of the Owned Real Property, free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either ; (id) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice Notice from any Governmental Entity alleging a violation of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, applicable Law or of the covenants or other restrictions set forth in clause (c) of this Section 4.8 which remains outstanding and would be material; and (e) the Seller has not received written notice of potential liability under applicable zoningNotice of, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no actionpending or, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledgeKnowledge, Seller has received no notice of any default contemplated: (i) condemnation or breach by Seller under any covenant, condition, restriction, right of way or easement eminent domain proceeding affecting the Owned Real Property or any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and (ii) proposal or other consideration for increasing the assessed value of any of the Owned Real Property is not subject for state, county, local or other ad valorem or similar Taxes, (iii) any Proceedings or public improvements that would be reasonably expected to any claim, demand, suit, lien, proceeding or litigation result in the levy of any kind, pending special Tax or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment assessment against any of the Owned Real Property or which would materially limit (iv) any civil or restrict Purchaser’s right administrative Proceeding challenging any use or ability to enter into this Agreement and consummate operation of the sale and purchase contemplated herebyFacility. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists.

Owned Real Property. Schedule 3.13 contains a complete and correct list of all of the real property (aother than Leased Real Property (hereinafter defined)) Seller will convey used in connection with the Business (together with the Related Land, the "Real Property"). Except as set forth in Schedule 3.13 and except for Permitted Encumbrances, the Companies have good and marketable fee simple title to all of the Owned Real Property, including the buildings, structures and other improvements located thereon, free and clear of all any Encumbrances. No lienWithout limiting the foregoing, there are no outstanding options or rights of first refusal or first offer to purchase the Real Property, or any portion thereof or interest therein. Except as disclosed in Schedule 3.13(a), there are no eminent domain (which term, as used herein, shall include other compulsory acquisitions or takings by Governmental Authority) proceedings pending or, to the knowledge of Shareholders, threatened against any Real Property or any material portion thereof which proceedings (if resulting in a taking of any Real Property by a Governmental Authority) could have a material adverse effect on the use or value of such Real Property as now used by the Companies. Shareholders have delivered or caused to be delivered to Buyer, with respect to the Real Property, true and correct copies of any title insurance commitments, title defectinsurance policies and surveys in the possession of Shareholders or the Companies. Except as disclosed in Schedule 3.13(a), judgment none of Shareholders or encumbrance the Companies has received any notice from any Governmental Authority of any zoning, land use, building, fire or health code or other legal violation in respect of any Real Property, other than violations which either have been corrected or which could not, individually or in the aggregate, have a material adverse effect on the use or value of such Real Property as now used in the Business. Each Real Property is adequate (i) (A) does not specifically pertain from both a legal and a physical perspective, including, without limitation, with respect to compliance with recorded agreements affecting the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title listed in Schedule 3.13(a), but only to the extent compliance with such agreements is the responsibility of Shareholders or the Companies under the terms of such agreements) for the use now made thereof in the Business, except for such inadequacies as could not, individually or in the aggregate, have a material adverse effect on the use of such Real Property or (ii) is not an Encumbrance, shall be deemed to render title to as now used in the Real Property unmarketable or uninsurableBusiness. (b) Seller has not received any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists.

Owned Real Property. (ai) Seller will convey The Vendor has disclosed in Schedule 4.1(l)(i)(A) a true and complete list of the municipal address and legal description of all real or immovable property currently owned by either of the Purchased Corporations (the “Owned Real Property”), and (B) a true and complete list of any current title insurance policy issued to either of the Purchased Corporations in respect of any Owned Real Property, true and complete copies of which have been made available to the Purchaser. There are no agreements, options, leases, contracts or commitments to sell, transfer, lease or dispose of any of the Owned Real Property to which either of the Purchased Corporations is currently bound nor any agreements, contracts or commitments that would restrict the ability of either of the Purchased Corporations to transfer or dispose of the Owned Real Property or any interest therein other than the Mortgage. (ii) Except for the Owned Real Property and the Option to Purchase, neither of the Purchased Corporations owns, leases or otherwise occupies any other real or immovable property, and neither is party to any outstanding agreement or option to purchase, lease or otherwise occupy any real or immovable property or any interest in any real or immovable property. (iii) 1167025, as registered owner and bare trustee, and the Corporation, as sole beneficial owner, have good and marketable title to the Owned Real Property, free and clear of all Encumbrances. No lienLiens, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurableexcept for Permitted Liens. (biv) Seller has not received Except as disclosed in Schedule 4.1(l)(iv), there are no improvements or alterations to any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (cv) Seller has not received any written notice of any actual or pending condemnation proceeding Except as disclosed in Schedule 4.1(l)(v), all amounts for labour and materials relating to the Branchesconstruction and repair of the Buildings and Fixtures on any Owned Real Property required to be made by either of the Purchased Corporations prior to the date hereof have been paid in accordance with contractual arrangements therefor. (dvi) There are no outstanding work orders affecting any Owned Real Property issued by or required by any municipality, police department, fire department, sanitation, health or safety authorities or from any other Person. (vii) The Owned Real Property is adequate and suitable for the purposes for which it is presently being used and the Purchased Corporations have adequate rights of ingress and egress to such Owned Real Property for the operation of the business as presently conducted. (viii) To Seller’s knowledgethe knowledge of the Vendor, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property does not violate any restrictive covenant, zoning or land use restrictions, site plan or municipal agreements, or any portion thereof, and no such default provision of any Law or breach now existsencroach on any property owned by any other Person. (eix) Neither Seller nor No condemnation or expropriation proceeding is pending or, to the knowledge of the Vendor, threatened against any of its Affiliates has entered into any agreement regarding the Owned Real Property. (x) There are no Taxes, and tax arrears, local improvement or capital charges, special levies or other rates or charges of a similar nature associated with the Owned Real Property is not subject (other than realty taxes accruing from day to any claimday) that are outstanding and unpaid. (xi) Each of the Purchased Corporations has performed and observed all material covenants, demandconditions, suitagreements, lienstatutory requirements, proceeding planning consents, by-laws, orders and regulations required to be performed or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment observed by it in respect of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate no notice of a breach thereof has been received by either of the sale and purchase contemplated herebyPurchased Corporations. (fxii) To Seller’s knowledgeExcept as set forth in Schedule 4.1(l)(xii), Seller neither of the Purchased Corporations (i) is a party to any arrangement or understanding with an Aboriginal band, community or group relating to the Owned Real Property; (ii) is or has been engaged or involved in any disputes, discussions or negotiations with any Aboriginal band, community or group relating to the Owned Real Property; or (iii) is aware of or has received no notice of any default claim, either from an Aboriginal band, community or breach by Seller under group or any covenantGovernmental Entity, condition, restriction, right indicating that the use or contemplated use of way or easement affecting the Owned Real Property has in any way infringed upon or has an adverse effect on any portion thereofAboriginal title, and no such default rights or breach now existsinterests.

Owned Real Property. (a) Seller will convey good and marketable title to Schedule 10.9.1(a) sets forth a complete description of each parcel of real property owned by the Companies (the “Owned Real Property, free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable”). (b) Seller has Except as set forth in Schedule 10.9.1(b), the Companies have unencumbered and marketable title to, and are in possession of, all Owned Real Property, including the buildings, structures, fixtures and improvements situated thereon and appurtenances thereto. The restrictions listed on Schedule 10.9.1(b) are not received violated in any written notice way, including, without limitation, by any existing improvements on the Owned Real Property and except as disclosed and/or as a result of law or administrative regulations (e.g. urban preemption right or the like administrative regulation), such restrictions do not grant any Third Party an option or right to acquire or lease all or a portion of the Owned Real Property or materially or adversely affect the right to own, use or operate the Owned Real Property substantially as currently used. Any restriction resulting from law or administrative regulations as above mentioned does not affect the rights to use and operate the Owned Real Properties. All administrative regulations of any uncured current violationkind pertaining to the Companies and/or the Business’ real property have been complied with in all material respects. The Owned Real Property and the Leased Real Property referred under Article 10.10, citations, summonses, subpoenas, compliance orders, directives, suits, constitutes all real property used or occupied by the Companies in connection with the Business and is not hindered by any kind of restrictions administrative or contractual or otherwise other legal process, than those specified in Schedule 10.9.1 (b) or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating Schedule 10.10.1. 10.9.2 With respect to the Owned Real Property and the Leased Real Property, (i) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority and, to the Best Knowledge of the Sellers, there is no action, suit, threatened condemnation or proceeding or investigation pending or threatened before any governmental authority which relates to Seller or with respect thereto; (ii) the Owned Real Property. (c) Seller has not received any written notice physical condition of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Leased Real Property is not sufficient to permit the conduct of the Business as presently conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course; (iii) except as disclosed in Schedule 10.9.2, there are no contracts, written or oral, to which the Companies or any claimAffiliate thereof in connection with the Business, demandis a party, suit, lien, proceeding granting to any party or litigation parties (other than the Companies) the right of use or occupancy of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment portion of the parcels of the Owned Real Property or which would materially limit the Leased Real Property; (iv) except as disclosed in Schedule 10.9.2, there are no parties (other than the Companies (or restrict Purchaser’s right or ability its lessees disclosed pursuant to enter into this Agreement paragraph (iii) above) in possession of the Owned Real Property and/or Leased Real Property and consummate the sale and purchase contemplated hereby. (fv) To Seller’s knowledge, Seller has received no notice of any default material increase in the assessed valuation of the Owned Real Property or breach the Leased Real Property and no notice of any contemplated special assessment has been received from any relevant authority by Seller under any covenantCompany and to the Knowledge of the Sellers, condition, restriction, right there is no threatened increase in assessed valuation or threatened special assessment pertaining to any of way the Owned Real Property or the Leased Real Property. 10.9.3 A loss of that certain easement for ingress and egress affecting the Owned Real Property or any portion thereoflocated in Carlstadt, New Jersey, (as more particularly described in that certain deed dated July 19, 1974 and recorded in Bergen County Clerk’s office at Book 5921 page 87 and that certain deed dated May 6, 1976 and recorded in Bergen County Clerk’s office at Book 6118, page 208) will not prevent legal ingress and egress by way of an existing entrance on the northwest boundary from Commercial Avenue to such Owned Real Property located in Carlstadt, New Jersey by trucks for loading and unloading purposes, and no such default or breach now exists.any other vehicles. 49

Owned Real Property. The attached “Owned Real Property Schedule” sets forth a true, complete and correct list of (ai) Seller will convey good all real property owned as of the date hereof by the Company (all such property, the “Owned Real Property”, and, together with the Leased Real Property, the “Real Property”), and marketable (ii) each street address applicable to such Owned Real Property. The Company has made available to the Purchaser true, complete and correct copies of all deeds and other instruments (as recorded) by which the Company acquired such Owned Real Property, and copies of all title insurance policies (together with copies of any documents of recorded listed as exceptions on such policies), opinions, abstracts, surveys, third-party environmental reports, zoning reports, property condition reports, or other similar reports, in each case, to the extent in the possession or control of the Company and relating to the Owned Real Property, . The Company has good and valid title to all of the Owned Real Property free and clear of all EncumbrancesLiens, other than Permitted Liens. No lienThe Company has no Liabilities arising from or in connection with those real properties that have been disposed of by the Company, title defectexcept for any Liability that would not, judgment individually or encumbrance which either (i) (A) does not specifically pertain in the aggregate, reasonably be expected to be material to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller Company. The Company has not received any written notice of any uncured current violationproposed condemnation or eminent domain proceeding and, citationsto the Company’s Knowledge, summonsesthere is no condemnation or eminent domain proceeding threatened, subpoenaswith respect to any Owned Real Property. Except as set forth on the “Owned Real Property Schedule,” all buildings, compliance ordersstructures, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire fixtures and other applicable laws and regulations relating to improvements included in the Owned Real Property (i) are in all material respects structurally sound, in good operating condition and repair (ordinary wear and tear excepted), free from latent and patent defects, and suitable for the purposes for which they are currently being used and for the operation of the Business, and have been maintained in all material respects in accordance with normal industry practice, and (ii) comply in all material respects with all applicable Laws, including those pertaining to health and safety, zoning, building and construction requirements and the disabled. There are no options, rights of first refusal, rights of first offer, or first opportunity rights or other similar rights with respect to any portion of any Owned Real Property. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company, (A) there is no action, suit, proceeding breach or investigation pending default by any party under any easements or threatened before restrictive covenants affecting any governmental authority which relates to Seller or the Owned Real Property. Property which breach or default has not yet been cured, (cB) Seller the Company has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way easements or easement restrictive covenants affecting the Owned Real Property or any portion thereofwhich default has not yet been cured, and no (C) there does not exist any condition or event that with the lapse of time or the giving of notice, or both, would constitute such a breach or default under any easements or breach now exists. (e) Neither Seller nor restrictive covenants affecting any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists.

Owned Real Property. (a) Seller will convey good and marketable title With respect to the Owned Real Property: (a) Except as described on Schedule 3.11(a), free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) the Owned Real Property does not specifically pertain violate any applicable ordinance or other law, order, regulation, or requirement except any such violation which would not adversely affect in any material respect the use thereof as currently being used and has not received notice of condemnation or the like relating to any part of the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Owned Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable.operation thereof; (b) Seller has not received notice that the Owned Real Property or its operation violate any applicable zoning ordinances, nor, to Seller’s Knowledge, will the Buyer’s operation of an acute care hospital on the Owned Real Property as presently operated result in a violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing, and Seller has received no written notice that the buildings and improvements constituting the Owned Real Property are noncompliant in any material respect with any building codes; (c) Except as described on Schedule 3.11(c), the Owned Real Property is subject to no easements, restrictions, ordinances, or such other limitations on title so as to make such property unusable for its current use or the title uninsurable or unmarketable or which materially restrict or impair the use, marketability or insurability of the Owned Real Property; (d) Except as described on Schedule 3.11(d) and subject to any applicable “grandfathered” or other pre-existing rights and conditions under the Accessibility Laws (as hereafter defined), the Owned Real Property is in substantial compliance with the applicable provisions of the Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable state statute relative to accessibility (these laws are referred to, collectively, as the “Accessibility Laws”), and there is no pending, or, to Seller’s Knowledge, threatened litigation, administrative action or complaint (whether from state, federal or local government or from any other person, group or entity) relating to compliance of any of the Owned Real Property with the Accessibility Laws; (e) Except as described on Schedule 3.11(e), there are no tenants or other persons or entities occupying any space in the Owned Real Property, other than pursuant to tenant leases described in Schedule 3.11(e) and, except as described on Schedule 3.11(e), no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any material amount is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.11(e); (f) Schedule 3.11(f) sets forth a “rent roll” which sets forth for any leases to physicians at the Healthcare Facilities or other parties where Seller is the landlord: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) a list of any then delinquent rental payments; (iv) a list of any material concessions granted to tenants; (v) a list of tenant deposits and a description of any application thereof, and (vi) a list of any uncured material defaults under the leases known to Seller; (g) Except as described on Schedule 3.11(g), Seller has not received any written notice of any uncured current violationexisting, citationsproposed or contemplated plans to modify or realign any street or highway or any existing, summonses, subpoenas, compliance orders, directives, suits, other legal process, proposed or other written notice contemplated eminent domain proceeding that would result in the taking of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding all or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice part of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or that would materially and adversely affect the current use of any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any part of its Affiliates has entered into any agreement regarding the Owned Real Property; (h) Except as described on Schedule 3.11(h), and the Owned Real Property is not subject to any claimlocated within a one hundred year flood plain or, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledgeKnowledge, threatenedan area identified by the Secretary of Housing and Urban Development as having “special flood hazards,” as such term is used in the National Flood Insurance Act of 1968, which would be binding as amended and supplemented by The Flood Disaster Protection Act of 1973, and in regulations, interpretations and rulings thereunder; and (i) Except as described on Schedule 3.11(i), to Seller’s Knowledge, the existing improvements located upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property do not encroach upon adjacent premises or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement upon existing utility company easements and consummate existing restrictions are not violated by the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting improvements located on the Owned Real Property or any portion thereof, and no such default or breach now existsProperty.

Owned Real Property. (aSchedule 3.1(i) contains an accurate description of all the Owned Real Property. Seller will convey has good and marketable marketable, fee simple, absolute title in and to the Owned Real Property, free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s Seller has sufficient title to the Real Property or (ii) is not an Encumbrancesuch easements, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice rights of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire way and other applicable laws rights appurtenant to each of the Owned Real Properties as are necessary to permit ingress and regulations relating egress to and from the Owned Real Property to a public way, and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the improvements on the Owned Real Property. (c) Property have access to such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the business of the Seller has not received any written notice of any actual or operated thereon to be operated in the ordinary course. There is no pending condemnation or similar proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and to the Knowledge of Seller, no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding action is threatened. Except as set forth on Schedule 3.1(i), the Owned Real Property, and improvements located on the Owned Real Property is are in sufficiently good condition (except for ordinary wear and tear) to allow the business of the Seller to be operated in the ordinary course and there has been no damage to such improvements that affects the conduct of such business in any material respect that has not subject to any claimbeen repaired or remedied. Except as set forth on Schedule 3.1(i), demand, suit, lien, proceeding there are no lessees or litigation tenants at will in possession of any kindportion of any of the Owned Real Property other than Seller, pending whether as lessees, tenants at will, trespassers or outstandingotherwise. Except as set forth on Schedule 3.1(i), no zoning, building or to Seller’s knowledgeother federal, threatenedstate or municipal law, which would be binding upon Purchaser ordinance, regulation or its successors restriction is violated in any material respect by the continued maintenance, operation or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit any tract or restrict Purchaser’s right portion thereof or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice interest therein in its present manner. The current use of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists.all parts thereof does not violate

Owned Real Property. (ai) Seller will convey good Section 4.15(a)(i) of the Company Disclosure Schedule sets forth a complete and marketable accurate list of the address of each Owned Real Property. The Leased Real Property and Owned Real Property constitute all of the real property owned, leased or occupied by the Company and its Subsidiaries. The Company has made available to Parent true, complete and accurate copies of any and all deeds, title to insurance policies or title reports evidencing ownership of the Owned Real Property, free and clear together with copies of all Encumbrancesthe most recent surveys of the same, in each case, obtained by the Company or in the Company’s possession. No lienExcept for Permitted Liens, title defect, judgment or encumbrance which either (i) with respect to each Owned Real Property: (A) does not specifically pertain the Company or a Subsidiary of the Company, as applicable, has good, valid and marketable fee simple title to the each parcel of Owned Real Property and Property; (B) is insured over by the title insurance company insuring Purchaser’s title to Company or a Subsidiary of the Real Property or (ii) is not an EncumbranceCompany, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller as applicable, has not received leased or otherwise granted to any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, Person the right to use or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the occupy such Owned Real Property or any portion thereof; and (C) there are no outstanding options, and no rights of first offer or rights of first refusal to purchase such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof. Except as set forth in Section 4.15(a)(i) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company is a party to any agreement or option to purchase any real property or interest therein. As of the date hereof, there exists no pending or, to the Knowledge of the Company, threatened condemnation, requisition or taking by any Governmental Authority with respect to any Owned Real Property. (ii) Except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, no Owned Real Property or Leased Real Property or any interest of the Company or any Company Subsidiary in any Owned Real Property or Leased Real Property is subject to any outstanding agreement of sale, transfer or lease (other than any tenant lease) or any option or any other right of any Person to acquire any interest therein that was granted by the Company or any Subsidiary of the Company. (iii) To the Knowledge of the Company, the buildings, fixtures and other improvements on the Owned Real Property (and the Leased Real Property, in the case of any Leased Real Property which is subject to a so-called “net” lease) are in good operating condition, working order and repair, ordinary wear and tear excepted, and no suitable for the purpose for which they are being used by the Company or a Subsidiary of the Company, as applicable, except in each case, for such default or breach now existsrepairs and improvements being effected in connection with the capital expenditures and maintenances contemplated in the Approved Budget.

Owned Real Property. (aSchedule 3.1(i) contains an accurate description of all the Owned Real Property. Seller will convey has good and marketable marketable, fee simple, title in and to the Owned Real Property, free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s Seller has sufficient title to the Real Property or (ii) is not an Encumbrancesuch easements, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice rights of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of potential liability under applicable zoning, building, fire way and other applicable laws rights appurtenant to each of the Owned Real Properties as are necessary to permit ingress and regulations relating egress to and from the Owned Real Property to a public way, and the improvements on the Owned Real Property have access to such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the business of the Seller operated thereon to be operated in the ordinary course. To the Knowledge of Seller, there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Real Property. (c) Seller has not received any written notice of any actual or pending condemnation or similar proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and to the Knowledge of Seller, no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding action is threatened. Except as set forth on Schedule 3.1(i), the Owned Real Property, and improvements located on the Owned Real Property is are in sufficiently good condition (except for ordinary wear and tear) to allow the business of the Seller to be operated in the ordinary course and there has been no damage to such improvements that affects the conduct of such business in any material respect that has not subject to any claimbeen repaired or remedied. Except as set forth on Schedule 3.1(i), demand, suit, lien, proceeding there are no lessees or litigation tenants at will in possession of any kindportion of any of the Owned Real Property other than Seller, pending whether as lessees, tenants at will, trespassers or outstandingotherwise. Except as set forth on Schedule 3.1(i), no present zoning, building or to Seller’s knowledgeother federal, threatenedstate or municipal law, which would be binding upon Purchaser ordinance, regulation or its successors restriction is violated in any material respect by the continued maintenance, operation or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit any tract or restrict Purchaser’s right portion thereof or ability to enter into this Agreement and consummate interest therein in its present manner. To the sale and purchase contemplated hereby. (f) To Knowledge of Seller’s knowledge, Seller has received no notice the current use of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or and all parts thereof does not violate any portion thereofrestrictive covenants of record covering any of the Owned Real Property. All necessary licenses by any Governmental Entity with respect to the Owned Real Property have been obtained, have been validly issued and no such default or breach now existsare in full force and effect.

Owned Real Property. (a) Seller will convey good and marketable title to Schedule 10.9.1(a) sets forth a complete description of each parcel of real property owned by the Companies (the “Owned Real Property, free and clear of all Encumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable”). (b) Seller has Except as set forth in Schedule 10.9.1(b), the Companies have unencumbered and marketable title to, and are in possession of, all Owned Real Property, including the buildings, structures, fixtures and improvements situated thereon and appurtenances thereto. The restrictions listed on Schedule 10.9.1(b) are not received violated in any written notice way, including, without limitation, by any existing improvements on the Owned Real Property and except as disclosed and/or as a result of law or administrative regulations (e.g. urban preemption right or the like administrative regulation), such restrictions do not grant any Third Party an option or right to acquire or lease all or a portion of the Owned Real Property or materially or adversely affect the right to own, use or operate the Owned Real Property substantially as currently used. Any restriction resulting from law or administrative regulations as above mentioned does not affect the rights to use and operate the Owned Real Properties. All administrative regulations of any uncured current violationkind pertaining to the Companies and/or the Business’ real property have been complied with in all material respects. The Owned Real Property and the Leased Real Property referred under Article 10.10, citations, summonses, subpoenas, compliance orders, directives, suits, constitutes all real property used or occupied by the Companies in connection with the Business and is not hindered by any kind of restrictions administrative or contractual or otherwise other legal process, than those specified in Schedule 10.9.1 (b) or other written notice of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating Schedule 10.10.1. 10.9.2 With respect to the Owned Real Property and the Leased Real Property, (i) no portion thereof is subject to any pending condemnation proceeding or proceeding by any public or quasi-public authority and, to the Best Knowledge of the Sellers, there is no action, suit, threatened condemnation or proceeding or investigation pending or threatened before any governmental authority which relates to Seller or with respect thereto; (ii) the Owned Real Property. (c) Seller has not received any written notice physical condition of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Leased Real Property is not sufficient to permit the conduct of the Business as presently conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course; (iii) except as disclosed in Schedule 10.9.2, there are no contracts, written or oral, to which the Companies or any claimAffiliate thereof in connection with the Business, demandis a party, suit, lien, proceeding granting to any party or litigation parties (other than the Companies) the right of use or occupancy of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment portion of the parcels of the Owned Real Property or which would materially limit the Leased Real Property; (iv) except as disclosed in Schedule 10.9.2, there are no parties (other than the Companies (or restrict Purchaser’s right or ability its lessees disclosed pursuant to enter into this Agreement paragraph (iii) above) in possession of the Owned Real Property and/or Leased Real Property and consummate the sale and purchase contemplated hereby. (fv) To Seller’s knowledge, Seller has received no notice of any default material increase in the assessed valuation of the Owned Real Property or breach the Leased Real Property and no notice of any contemplated special assessment has been received from any relevant authority by Seller under any covenantCompany and to the Knowledge of the Sellers, condition, restriction, right there is no threatened increase in assessed valuation or threatened special assessment pertaining to any of way the Owned Real Property or the Leased Real Property. 10.9.3 A loss of that certain easement for ingress and egress affecting the Owned Real Property or any portion thereoflocated in Carlstadt, New Jersey, (as more particularly described in that certain deed dated July 19, 1974 and recorded in Bergen County Clerk’s office at Book 5921 page 87 and that certain deed dated May 6, 1976 and recorded in Bergen County Clerk’s office at Book 6118, page 208) will not prevent legal ingress and egress by way of an existing entrance on the northwest boundary from Commercial Avenue to such Owned Real Property located in Carlstadt, New Jersey by trucks for loading and unloading purposes, and no such default or breach now existsany other vehicles.

Owned Real Property. The attached Schedule 5.12 identifies the address and the owner of, and sets forth the true, correct and complete legal description for, each parcel of real property owned by the Company (athe "Owned Real Property"). The Leased Real Property (defined in Section 5.11) Seller will convey good and the Owned Real Property are collectively referred to in this Agreement as the "Real Property." Also set forth on the attached Schedule 5.12 is a list of all real property, other than the Real Property, in which the Company has any other right, title or interest. The Company holds marketable title to the Owned Real Property, free and clear of all EncumbrancesLiens other than the Permitted Liens. No lien, title defect, judgment The Company has never owned or encumbrance which either (i) (A) does not specifically pertain to leased any real property other than the Real Property and (B) is insured over by Property. None of the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable. (b) Seller has not received any written notice of any uncured current violation, citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, facilities or other written notice improvements on any parcel of potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to the Owned Real Property violates any applicable zoning laws or ordinances, except where the failure to comply with such laws or 14 15 ordinances would not have a material adverse affect on the BusineSection. To the Company's Knowledge, none of the facilities or other improvements on any parcel of Owned Real Property are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications, and none are located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to its use have not been obtained. Each parcel of Owned Real Property abuts on and has direct vehicular access to a public road or has access to a public road through a permanent, irrevocable, appurtenant easement benefiting such parcel. Except as set forth on Schedule 5.12, each building and other improvement located on each parcel of Owned Real Property is located solely on such parcel and does not encroach onto adjoining land or onto any portion of property burdened by any easement, and there are no improvements located on adjoining land which encroach onto such parcel. There is no actionpending or, suitto the Company's Knowledge, threatened condemnation, eminent domain or similar proceeding or investigation assessment affecting any parcel of Owned Real Property and, to the Company's Knowledge, no such proceeding or assessment is contemplated by any governmental agency or other authority. The structural beams, footings, columns, bearing members, foundations and other structural components of each of the buildings situated on each parcel of Owned Real Property, roofs of such buildings, and the underground or otherwise concealed sewage, plumbing, electrical and other utility systems placed on or under the land or the improvements, are in good condition and repair. There have been no certiorari or other judicial or administrative proceedings for review, adjustment or otherwise concerning the real estate tax assessment on any parcel of Owned Real Property nor has there been any reduction of the real estate taxes payable with respect to any parcel of Owned Real Property by reason of any proceeding or complaint filed in connection with such parcel nor are there any real estate tax abatements or credits affecting any parcel of Owned Real Property. The Company has no knowledge of any pending or threatened before contemplated valuation proceedings affecting any parcel of Owned Real Property; and no improvements have been installed by or on behalf of any governmental agency or other authority the costs of which relates to Seller may be assessed, in whole or the in part, against any parcel of Owned Real Property. (ci) Seller With respect to each parcel of Real Property, the Company shall provide Purchaser a title insurance commitment ("Commitment") issued by a title insurer reasonably satisfactory to Purchaser, in an amount reasonably acceptable to Purchaser with respect to each Commitment, which will show that the owner of each parcel of the Real Property has not received any written notice good, marketable and insurable title to each parcel of any actual the Real Property, subject only to building and use restrictions and easements of record which Purchaser has indicated are acceptable to it, and showing that at the Closing Date the record title, leasehold or pending condemnation proceeding relating to subleasehold estate will be in the BranchesCompany. (dii) To Seller’s knowledge, Seller has received no notice With respect to each parcel of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Company shall provide the Purchaser a boundary survey (the "Survey") of such parcel, prepared by a licensed surveyor or engineer, that is certified to Purchaser using a form which will be reasonably acceptable to Purchaser. Such Survey shall show (i) the legal description of such parcel of Real Property is not subject to any claimtogether with the square footage and acreage of such parcel and all public roads and rights of way, demand(ii) all boundaries, suitcourses and dimensions, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns easements and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right rights of way (including any recording references), located on or easement affecting pertaining to such parcel, (iii) the Owned Real Property or any portion thereof, location of all footings and no such default or breach now exists.utilities lines installed at such

Owned Real Property. (aA) With respect to any agreements, arrangements, contracts, leases, licenses, covenants, conditions, deeds, deeds of trust, rights-of-way, easements, mortgages, restrictions, surveys, title insurance policies, and other documents granting to Seller will convey good and marketable title to or an interest in or right with respect to the Owned Real Property, free except as disclosed on Schedule 3.12(2)(A), no breach or default by Seller exists, and clear no event has occurred that, with the giving of all Encumbrances. No liennotice, title defectthe lapse of time, judgment or encumbrance which either (i) (A) does not specifically pertain both, would constitute a breach or event of default by Seller, or to the Real Property and Knowledge of Selling Parties, by any other person. (B) Seller is insured over by the title insurance company insuring Purchaser’s title not subject to any Pending or, to the Knowledge of Selling Parties, threatened proceeding or other fact or condition that is reasonably likely to limit or result in the termination of necessary access to the Owned Real Property from public highways, streets, or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurableroads. (bC) Seller has Selling Parties have not received any written notice from any Governmental Authority of any uncured current violationPending or threatened condemnation, citationseminent domain, summonsesor similar proceeding with respect to the Owned Real Property and none is Pending or, subpoenasto the Knowledge of Selling Parties, threatened with respect to the Owned Real Property. (D) Any buildings or improvements on the Owned Real Property to the extent installed or constructed by Seller are in compliance orderswith all Laws in all material respects and do not violate, directives(i) any set-back, suits(ii) zoning Law or other governmental restriction in the nature thereof, or (iii) any restrictive covenant affecting any such Owned Real Property. (E) To the Knowledge of Seller, there are no parties in possession of any portion of the Owned Real Property as lessees, tenants at sufferance, or trespassers. (F) There are no material unpaid charges, debts, or Liabilities arising from the construction, occupancy, ownership, use, or operation of the Owned Real Property by Seller. (G) No Owned Real Property is subject to any condition or obligation to any Governmental Authority or other person requiring the owner or any transferee thereof to donate land, money or other property or to make off-site public improvements, other legal processthan as disclosed in the Reports or contained in the Land Use Entitlements. (H) No developer-related fees, charges, community development district assessments, or other written notice assessments for public improvements or otherwise made against the Owned Real Property or any lots included therein are due and unpaid, or will become due in the future, including without limitation those for construction of potential liability under sewer lines, water lines, storm drainage systems, electric lines, natural gas lines, and streets (including perimeter streets), roads and curbs, other than as may be required in the ordinary course of completing such project. (I) There is no moratorium applicable zoningto the Owned Real Property on (i) the issuance of building Permits for the construction of houses, buildingor certificates of occupancy therefor, fire and other applicable laws and regulations or (ii) the purchase of sewer or water taps. (J) Schedule 3.12(2)(J) sets forth a list of all soil reports in Seller’s possession relating to the Owned Real Property and there is no action, suit, proceeding or investigation pending or threatened before any governmental authority which relates to Seller or the Owned Contracted Real Property. To the Knowledge of Seller, the soil reports are correct and complete. (c) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches. (d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists. (e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the Owned Real Property, and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or outstanding, or to Seller’s knowledge, threatened, which would be binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property or which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby. (f) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Owned Real Property or any portion thereof, and no such default or breach now exists.