Common use of Properties Clause in Contracts

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as The Properties are owned directly, in fee simple, by the Persons set forth in Schedule 4.08(a), on Section 4.10 of the SPE Contributor Disclosure Letter or an SPE their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiaryof such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the merger transactions contemplated herebyin this Contribution Agreement, neither the SPE nor any SPE no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Contributor Material Adverse Effect, to the knowledge of the SPE(i) no Contributor Subsidiary, (1) neither the SPE, nor any SPE SubsidiaryJV Entity, nor any other party to any material agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (2ii) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE any Contributor Subsidiary or any SPE SubsidiaryJV Entity, except for Permitted Liens, and (3iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leasesleases) are valid and binding and in full force and effect, subject . No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to applicable bankruptcy, insolvency, moratorium or other similar Laws relating the leases with respect to creditors’ rights and general principles the sale of equityany Property. (c) To the knowledge of the SPE, as As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Lawlaw or regulation, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Contributor Material Adverse Effect, (1i) to the knowledge of the SPEContributor’s Knowledge, neither the SPEContributor, any Contributor Subsidiary nor its SPE Subsidiaryany JV Entity, nor any other party to any Lease, is in breach has given or received any notice of default with respect to any term or condition of any such Lease, (2ii) to the knowledge of the SPEContributor’s Knowledge, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit terminationwould, modification individually or together with all such other events, reasonably be expected to cause the acceleration under such Leaseof any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (3iii) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE Contributor, any Contributor Subsidiary or any SPE Subsidiary JV Entity is a party or by which the SPE any Contributor, Contributor Subsidiary or any SPE Subsidiary JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws relating to affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) Except as Each applicable Principal Controlled Entity or Subsidiary set forth on Schedule 1.07(a) currently is or, in Schedule 4.08(a)the case of each Newly Formed Entity, will be as of the SPE or an SPE Subsidiary is the Closing Date, insured under a policy of title insurance as the owner of, and, to and the knowledge of the SPE, the SPE applicable Principal Controlled Entity or an SPE Subsidiary is (i) the owner of, the fee simple estate to each Property identified on Schedule 1.07(a)(i), and (or, ii) the holder of a co-tenancy interest in those properties listed on Schedule 1.07(a)(ii) (and the case percentage of certain Properties, the leasehold estate or the tenancyco-in-common estate) to the Property owned by the SPE or an SPE Subsidiarytenancy interest held is listed thereon), in each case free and clear of all Liens Liens, except for Permitted Liens. Prior to From the effective time of Effective Date through and including the merger contemplated herebyClosing Date, neither the SPE nor any SPE each applicable Principal Controlled Entity or Subsidiary shall not take or omit to take any action to cause any Lien to attach to any Propertythe Property owned by such entity, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, have a material adverse effect on the business or operations of the Properties reasonably be expected to have an SPE Material Adverse Effectvalued in excess of the Threshold Amount, (i) none of the Principal Controlled Entities, any of their Subsidiaries, nor, to the knowledge of the SPEPrincipal’s Knowledge, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (2ii) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE any Principal Controlled Entity or any SPE Subsidiaryof their Subsidiaries, except for Permitted Liens, and (3iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge Principal’s Knowledge, none of the SPEoperations, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is are in violation of any applicable building code, zoning ordinance or other “land use” LawLaw or regulation, except for such violations that would not, individually or in the aggregate, be reasonably be expected to have an SPE Material Adverse Effectcost in excess of the Threshold Amount to cure. (d) To the Principal’s Knowledge, there is no material defect in the condition of (i) the Properties, (ii) the improvements thereon, (iii) the roof, foundation, load-bearing walls or other structural elements thereof, or (iv) the mechanical, electrical, plumbing and, safety systems therein, nor any material damage from casualty or other cause, nor any soil condition of any nature that will not support all of the improvements thereon. For this purpose, a “material defect” does not include a defect for which there are insurance proceeds readily available to correct, or as to which capital expenditures to repair or replace the defective item have been budgeted and adequately reserved and, in each case, is actively being corrected. (e) Except for matters that would not, individually or in the aggregate, have a material adverse effect on the business or operations of the Property reasonably be expected to have an SPE Material Adverse Effectvalued in excess of the Threshold Amount, (1i) no Principal Controlled Entity or any of their Subsidiaries, nor, to the knowledge of the SPEPrincipal’s Knowledge, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach has given or received any notice of default with respect to any term or condition of any such Lease, (2ii) to the knowledge of the SPEPrincipal’s Knowledge, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit terminationwould, modification individually or together with all such other events, reasonably be expected to cause the acceleration under such Leaseof any material obligation of any party thereto or the creation of a Lien upon any asset of the Principal Controlled Entities or any of their Subsidiaries, except for Permitted Liens, and (3iii) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE any Principal Controlled Entity or any SPE Subsidiary of their Subsidiaries is a party or by which the SPE any Principal Controlled Entity or any SPE Subsidiary of their Subsidiaries or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. None of the Leases require the consent or approval of any party in connection with the transactions contemplated hereunder. (f) Schedule 1.07(f) is a true and complete list of all Leases (together with all amendments and supplements thereto) for more than 100,000 rentable square feet of any Property (the “Material Leases”). No tenant under any of the Material Leases has an option or right of first refusal to purchase the premises demised under such Material Leases. The consummation of the transactions contemplated hereunder will not give rise to any breach, subject default or any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of the Material Leases. Schedule 1.07(f) identifies in a true, correct and complete manner the following information as it relates to applicable bankruptcyall Material Leases: (i) the expiration date; (ii) the rentable square footage demised thereunder, insolvency(iii) the use of the demised premises thereunder; (iv) the annualized base rent payable thereunder; (v) rent arrearages and other defaults of which the Principals have Knowledge; (vi) renewal, moratorium expansion and purchase options; and (vii) any outstanding tenant improvement allowances, brokerage commissions or other tenant inducement or similar Laws relating costs applicable to creditors’ rights such Material Lease. (g) All equipment, fixtures and general principles personal property located at or on any Property that is owned by the applicable Principal Controlled Entity or Subsidiary shall remain and not be removed by the Principal Controlled Entity or Subsidiary prior to the Closing Date, except for equipment that becomes obsolete or unusable, which may be disposed of equityor replaced in the ordinary course of business. (h) The applicable Principal Controlled Entity or Subsidiary has not incurred any indebtedness related to the Properties except in each instance for (i) trade payables and other customary and ordinary expenses in the ordinary course of business; and (ii) financing or credit arrangements existing as of the Effective Date as set forth on Schedule 3.03(l) hereto.

Properties. (a) Except as The Properties are owned directly, in fee simple, by the Persons set forth in Schedule 4.08(a), on Section 4.10 of the SPE Contributor Disclosure Letter or an SPE their direct or indirect wholly owned subsidiaries. Each Contributor Subsidiary or JV Entity listed as owning a Property on Section 4.10 of the Contributor Disclosure Letter is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiaryof such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the merger transactions contemplated herebyin this Agreement, neither the SPE nor any SPE no Contributor Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Contributor Material Adverse Effect, to the knowledge of the SPE(i) no Contributor Subsidiary, (1) neither the SPE, nor any SPE SubsidiaryJV Entity, nor any other party to any material agreement affecting any Property to which the Contributor, a Contributor Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (2ii) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE any Contributor Subsidiary or any SPE SubsidiaryJV Entity, except for Permitted Liens, and (3iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leasesleases) are valid and binding and in full force and effect, subject . No Contributor Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to applicable bankruptcy, insolvency, moratorium or other similar Laws relating the leases with respect to creditors’ rights and general principles the sale of equityany Property. (c) To the knowledge of the SPE, as As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Lawlaw or regulation, except for such violations that would not, individually or in the aggregate, have a Contributor Material Adverse Effect. Neither the Contributor nor any Contributor Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning of any Property or portion thereof except for such notices or proceedings that would not, individually, or in the aggregate, reasonably be expected to have an SPE a Contributor Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Contributor Material Adverse Effect, (1i) to the knowledge of the SPEContributor’s Knowledge, neither the SPEContributor, any Contributor Subsidiary nor its SPE Subsidiaryany JV Entity, nor any other party to any Lease, is in breach has given or received any notice of default with respect to any term or condition of any such Lease, (2ii) to the knowledge of the SPEContributor’s Knowledge, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit terminationwould, modification individually or together with all such other events, reasonably be expected to cause the acceleration under such Leaseof any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor, the Contributor’s Subsidiaries or the JV Entities, except for Permitted Liens, and (3iii) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE Contributor, any Contributor Subsidiary or any SPE Subsidiary JV Entity is a party or by which the SPE Contributor, any Contributor Subsidiary or any SPE Subsidiary JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect, each of the Leases to which the Contributor, any Contributor Subsidiary or any JV Entity is a party or by which the Contributor, any Contributor Subsidiary, any JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the Contributor or the applicable Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, enforceable against each Contributor Subsidiary or JV Entity, and to the Contributor’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws relating to affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Contributor’s Knowledge, except as previously disclosed to the Company or the Operating Partnership, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect.

Properties. (a) Except as set forth in Schedule 4.08(aEach of Holdings, the Borrower and each Restricted Subsidiary has good title to, or valid leasehold interests in, all its property necessary for the conduct of its business (including the Mortgaged Properties), the SPE except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or an SPE Subsidiary as proposed to be conducted or to utilize such properties for their intended purposes. All such property is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyother than Liens expressly permitted by Section 6.02. (b) Except Each of Holdings, the Borrower and each Restricted Subsidiary owns, or has secured the rights to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business as currently conducted or as currently proposed to be conducted, and the use thereof by Holdings, the Borrower and each Restricted Subsidiary does not infringe upon the rights of any other Person, except, in each case, for matters that would notany such failures to own or have rights to use, or any such infringements that, individually or in the aggregate, could not reasonably be expected to have an SPE result in a Material Adverse Effect. No claim or litigation regarding any trademarks, trade names, copyrights, patents or other intellectual property owned or used by Holdings, the Borrower or any Restricted Subsidiary is pending or, to the knowledge of Holdings, the SPE, (1) neither the SPE, nor Borrower or any SPE Restricted Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property)threatened against Holdings, is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE Borrower or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would notRestricted Subsidiary that, individually or in the aggregate, could reasonably be expected to have an SPE result in a Material Adverse Effect. (dc) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge As of the SPEEffective Date, neither none of Holdings, the SPEBorrower or any Restricted Subsidiary has received notice of, nor its SPE Subsidiaryor has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. Neither any Mortgaged Property nor any other party interest therein is subject to any Leaseright of first refusal, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium option or other similar Laws relating contractual right to creditors’ rights and general principles of equitypurchase such Mortgaged Property or interest therein.

Properties. Except as otherwise set forth in the Registration Statement, the Prospectus or the Time of Sale Prospectus or such as in the aggregate does not now cause or will in the future cause a Material Adverse Change, the Company has title to its properties as follows: (a) Except as set forth in Schedule 4.08(awith respect to its ▇▇▇▇▇ (including leasehold interests and appurtenant personal property) and its non-producing oil and gas properties (including undeveloped locations on leases held by production and those leases not held by production), such title is good and free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions, (b) with respect to its non-producing properties in exploration prospects, such title was investigated in accordance with customary industry procedures prior to the SPE Company’s acquisition thereof; (c) with respect to its real property other than oil and gas interests, such title is good and marketable free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions; and (d) with respect to its personal property other than that appurtenant to its oil and gas interests, such title is free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and restrictions. No real property owned, leased, licensed, or used by the Company lies in an SPE Subsidiary is the insured under a policy of title insurance as the owner ofarea which is, and, or to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effectCompany will be, subject to applicable bankruptcyrestrictions which would prohibit, insolvency, moratorium or other similar Laws and no statements of facts relating to creditors’ rights and general principles the actions or inaction of equity. (c) To another person or entity or his or its ownership, leasing, licensing, or use of any real or personal property exists or will exist which would prevent, the knowledge continued effective ownership, leasing, licensing, exploration, development or production or use of such real property in the business of the SPE, Company as presently conductedconducted or as the Registration Statement, none the Prospectus or the Time of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” LawSale Prospectus indicates it contemplates conducting, except for such violations that would not, individually or as may be properly described in the aggregateRegistration Statement, reasonably be expected to have an SPE the Prospectus or the Time of Sale Prospectus or such as in the aggregate do not now cause and will not in the future cause a Material Adverse EffectChange. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a)The Borrower and each Subsidiary Guarantor has good title to, the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner ofvalid leasehold interests in, and, all real and personal property material to its business (including all its property subject to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any PropertyMortgages), except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters defects that would not, individually or in the aggregate, aggregate could not reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (db) Except The Borrower and each Subsidiary Guarantor owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Subsidiary Guarantors does not infringe upon the rights of any other Person, except for matters that would notinfringements that, individually or in the aggregate, could not reasonably be expected to have an SPE a Material Adverse Effect, . (1c) to Schedule 3.16 sets forth a brief description of each Owned Real Property that is owned by the knowledge Borrower or any Subsidiary Guarantor as of the SPEClosing Date. (d) As of the Closing Date, neither the SPE, nor its SPE Subsidiary, Borrower nor any other party Subsidiary Guarantor has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding or Casualty Event affecting any property subject to a Mortgage or any sale or disposition thereof in lieu of condemnation. No property subject to a Mortgage nor any interest therein is subject to any Leaseright of first refusal, option or other contractual right to purchase such property or interest therein, other than Permitted Liens. (e) No Mortgage encumbers improved Owned Real Property that is located in breach or default an area that has been identified by the Secretary of any such Lease, (2) to Housing and Urban Development as an area having special flood hazards within the knowledge meaning of the SPE, no event has occurred or National Flood Insurance Act of 1968 unless flood insurance available under such Act has been threatened obtained in writing, which accordance with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitySection 5.03(b).

Properties. (aA) Except as set forth The Operating Partnership or its subsidiaries have good and marketable title (fee or leasehold) to all of the real properties described in Schedule 4.08(a)the Registration Statement, the SPE General Disclosure Package and the Prospectus as owned or an SPE Subsidiary is leased by them and the insured under improvements located thereon (individually, a policy of title insurance as the owner of, and, to the knowledge of the SPE“Property” and collectively, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain “Properties, the leasehold estate or the tenancy-in-common estate”) to the Property and any other real property owned by the SPE or an SPE Subsidiarythem, in each case case, free and clear of all Liens except for Permitted Liens. Prior to the effective time mortgages, pledges, liens, claims, security interests, restrictions or encumbrances of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Propertykind, except for such mortgages, pledges, liens, claims, security interests, restrictions or encumbrances as (1) are described in the Registration Statement, General Disclosure Package and the Prospectus, (2) are Permitted Liens Encumbrances or (3) would not, individually or in the aggregate, have a Material Adverse Effect; (B) all of the ground leases and Lienssubleases relating to the Properties, if any, given material to secure mortgage indebtedness encumbering the business of the Operating Partnership and its subsidiaries considered as one enterprise, are in full force and effect, with such Property. exceptions as are not material and do not materially interfere with the use made or proposed to be made of such Property by the Operating Partnership or any of its subsidiaries, and neither the Operating Partnership nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Operating Partnership or any of its subsidiaries under any of the ground leases or subleases mentioned above, or affecting or questioning the rights of the Operating Partnership or any of its subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (bC) Except all liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of the Operating Partnership or any of its subsidiaries that are required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus are disclosed therein; (D) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for matters such failures to comply that would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect; (E) the Operating Partnership does not have any knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that will in any material manner affect the size of, use of, improvements on, construction on or access to the Properties, except as would not, individually or in the aggregate, have a Material Adverse Effect; (F) the mortgages and deeds of trust that encumber the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than other Properties; (G) the Operating Partnership, directly or indirectly, has obtained title insurance on the fee or leasehold interests, as the case may be, in each of the Properties, in an amount at least equal to the greater of (i) the mortgage indebtedness of each such Property or (ii) the purchase price of each such Property, and all such policies of insurance are in full force and effect; and (H) except as otherwise described in the Registration Statement, the General Disclosure Package or the Prospectus, neither the Operating Partnership nor any of its subsidiaries nor, to the knowledge of the SPEOperating Partnership, (1) neither any tenant of any of the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property)Properties, is in breach default under (x) any tenant lease (as lessor or default lessee, as the case may be) relating to any of any such agreementthe Properties, (2y) no event has occurred any of the mortgages or has been threatened in writingother security documents or other agreements encumbering or otherwise recorded against the Properties or (z) any ground lease, which sublease or operating sublease relating to any of the Properties, whether with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, would constitute a default under any of such agreement, documents or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiaryagreements, except for Permitted Lienswith respect to (x), (y) and (3z) all agreements affecting immediately above any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations default that would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (aA) Except as set forth The Company or its subsidiaries have good and marketable title (fee or leasehold) to all of the real properties described in Schedule 4.08(a)the Registration Statement, the SPE Disclosure Package and the Prospectus as owned or an SPE Subsidiary is leased by them and the insured under improvements located thereon (individually, a policy of title insurance as the owner of, and, to the knowledge of the SPE“Property” and collectively, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain “Properties, the leasehold estate or the tenancy-in-common estate”) to the Property and any other real property owned by the SPE or an SPE Subsidiarythem, in each case case, free and clear of all Liens except for Permitted Liens. Prior to the effective time mortgages, pledges, liens, claims, security interests, restrictions or encumbrances of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Propertykind, except for such mortgages, pledges, liens, claims, security interests, restrictions or encumbrances as (1) are described in the Registration Statement, Disclosure Package and the Prospectus, (2) are Permitted Liens Encumbrances or (3) would not, individually or in the aggregate, have a Material Adverse Effect; (B) all of the ground leases and Lienssubleases relating to the Properties, if any, given material to secure mortgage indebtedness encumbering the business of the Company and its subsidiaries considered as one enterprise, are in full force and effect, with such Property. exceptions as are not material and do not materially interfere with the use made or proposed to be made of such Property by the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the ground leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (bC) Except all liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and the assets of the Company or any of its subsidiaries that are required to be disclosed in the Registration Statement, the Disclosure Package or the Prospectus are disclosed therein; (D) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for matters such failures to comply that would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect; (E) the Company has no knowledge of any pending or threatened condemnation proceedings, zoning change or other proceeding or action that will in any material manner affect the size of, use of, improvements on, construction on or access to the Properties, except as would not, individually or in the aggregate, have a Material Adverse Effect; (F) the mortgages and deeds of trust that encumber the Properties are not convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than other Properties; (G) the Company, directly or indirectly, has obtained title insurance on the fee or leasehold interests, as the case may be, in each of the Properties, in an amount at least equal to the greater of (i) the mortgage indebtedness of each such Property or (ii) the purchase price of each such Property, and all such policies of insurance are in full force and effect; and (H) except as otherwise described in the Registration Statement, the Disclosure Package or the Prospectus, neither the Company nor any of its subsidiaries nor, to the knowledge of the SPECompany, (1) neither any tenant of any of the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property)Properties, is in breach default under (x) any tenant lease (as lessor or default lessee, as the case may be) relating to any of any such agreementthe Properties, (2y) no event has occurred any of the mortgages or has been threatened in writingother security documents or other agreements encumbering or otherwise recorded against the Properties or (z) any ground lease, which sublease or operating sublease relating to any of the Properties, whether with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, would constitute a default under any of such agreement, documents or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiaryagreements, except for Permitted Lienswith respect to (x), (y) and (3z) all agreements affecting immediately above any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations default that would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set Section 4.09(a) of the Newhall Disclosure Schedule sets forth in Schedule 4.08(aa list or description of all material real property that the Newhall Entities own or lease (collectively, the “Newhall Properties”) or have a right or obligation to acquire, sell or lease (other than under this Agreement), the SPE whether or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, not subject to the knowledge satisfaction of the SPEconditions, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiaryindicating, in each case case, the name of each of the Newhall Entities that owns or leases or has the right or obligation to acquire, sell or lease such real property. Each of the Newhall Entities listed as owning any of the Newhall Properties on such Schedule has good and marketable title in fee simple to such Newhall Properties (except to the extent noted as a leasehold or other property interest in Section 4.09(a) of the Newhall Disclosure Schedule), free and clear of all Liens except for Encumbrances other than (i) Permitted LiensEncumbrances or (ii) other Encumbrances that would not reasonably be expected to have a Newhall Material Adverse Effect. Prior to the effective time Each of the merger contemplated herebyNewhall Entities listed as lessee of any of the Newhall Properties on such Schedule has a valid leasehold interest in such Newhall Properties, neither the SPE nor any SPE Subsidiary shall take free and clear of Encumbrances other than (A) Permitted Encumbrances or omit (B) other Encumbrances that would not reasonably be expected to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyhave a Newhall Material Adverse Effect. (b) Except for matters that would not, individually or in the aggregate, not reasonably be expected to have an SPE a Newhall Material Adverse Effect, to the knowledge Newhall Entities have sole possession of the SPENewhall Properties, there are no parties in possession of any portion of the Newhall Properties as lessees, tenants at sufferance, trespassers, licensees or otherwise, and none of the Newhall Entities has granted or agreed to grant to any Person, and none of the Newhall Entities is a party to, any option, contract, right of first refusal, right of first offer, affordable housing agreement, profit participation (1) neither payable to a Person other than one of the SPENewhall Entities), nor any SPE Subsidiaryanti-speculation option, nor joint venture or similar agreement or any other party agreement or understanding, in each case, with respect to a purchase or sale of the Newhall Properties (or any material real property that the Newhall Entities have a right or obligation to acquire) or any portion thereof or any interest therein or pursuant to which any sales proceeds relating to any material agreement affecting Newhall Properties are required to be paid to any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityPerson. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, not reasonably be expected to have an SPE a Newhall Material Adverse Effect, (1) there is no existing, or to the knowledge of the SPENewhall Companies, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with proceeding that would involve the condemnation, eminent domain rezoning or without other modification of the passage zoning classification of time or any of the giving of noticeNewhall Properties, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications portion thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge Each of the SPEBorrower and its Subsidiaries has good title to, the SPE or an SPE Subsidiary is the owner ofvalid leasehold interests in, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) all its real and personal property material to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Propertyits business, except for Permitted Liens and Liens, if any, given minor defects in title that do not materially interfere with its ability to secure mortgage indebtedness encumbering conduct its business as currently conducted or to utilize such Propertyproperties for their intended purposes. (b) Except Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for matters that would notany such infringements that, individually or in the aggregate, could not reasonably be expected to have an SPE result in a Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge As of the SPEEffective Date, as presently conducted, none each Subsidiary of the operation Borrower, including its ownership, is described on Schedule 3.05 hereto, and each Subsidiary that is an Unrestricted Subsidiary as of the buildings, fixtures and other improvements comprising a part Effective Date is designated as such on Schedule 3.05 hereto. Each Subsidiary of the Properties is Borrower has and will have all requisite power to own or lease the properties material to its business and to carry on its business as now being conducted and as proposed to be conducted. All outstanding shares of Equity Interests of each class of each Subsidiary of the Borrower have been and will be validly issued and are and will be fully paid and nonassessable and, except as otherwise indicated in violation Schedule 3.05 hereto or disclosed in writing to the Administrative Agent and the Lenders from time to time, are and will be owned, beneficially and of record, by the Borrower or another Subsidiary of the Borrower, free and clear of any applicable building codeLiens other than Liens permitted under this Agreement. (d) As of the Effective Date, zoning ordinance there are no restrictions on the Borrower or any of its Subsidiaries which prohibit or otherwise restrict the transfer of cash or other “land use” Lawassets from any Subsidiary of the Borrower to the Borrower, except for such violations that would notother than (i) prohibitions or restrictions existing under or by reason of this Agreement or the other Loan Documents, (ii) prohibitions or restrictions existing under or by reason of applicable requirements of law and (iii) other prohibitions or restrictions which, either individually or in the aggregate, have not had, or could not reasonably be expected to have an SPE have, Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge Each of the SPEBorrower and the Restricted Subsidiaries has good title to, the SPE valid leasehold interests in, or an SPE Subsidiary is the owner ofrights to use, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) all its real and personal property material to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Propertyits business, except for Permitted Liens permitted under Section 6.02 and Liens, if any, given except where the failure to secure mortgage indebtedness encumbering have such Propertyinterest would not reasonably be expected to have a Material Adverse Effect. (b) Set forth on Schedule 3.05 hereto is a complete and accurate list of all Material Real Property owned by any Loan Party as of the Closing Date, showing as of the Closing Date the street address (to the extent available), county or other relevant jurisdiction, state and record owner (c) Except for matters that would as could not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse EffectEffect (i) the Borrower and the Restricted Subsidiaries own, or are licensed to use, all Intellectual Property that is necessary for the operation of their respective businesses as currently conducted, free and clear of all Liens (other than Liens permitted under Section 6.02), (ii) to the knowledge of the Borrower, all registered and issued Intellectual Property rights owned by the Borrower and the Restricted Subsidiaries are valid and enforceable, (iii) the conduct of, and the use of Intellectual Property in, the respective businesses of the Borrower and the Restricted Subsidiaries does not infringe, misappropriate, dilute, or otherwise violate the rights of any other Person, and (iv) there are no claims, actions, suits or proceedings pending against or, to the knowledge of the SPEBorrower, threatened in writing against the Borrower or any Restricted Subsidiary (1A) neither alleging any infringement, misappropriation, dilution or violation by the SPE, nor Borrower or any SPE Subsidiary, nor Restricted Subsidiary of any Intellectual Property right of any other party to any material agreement affecting any Property Person, or (other than a Lease (as such term is hereinafter definedB) for space within such Property)challenging the ownership, is in breach use, validity or default enforceability of any such agreement, (2) no event has occurred Intellectual Property owned by or has been threatened in writing, which with or without licensed to the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE Borrower or any SPE Restricted Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a)The Borrower and each Subsidiary Guarantor has good title to, the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner ofvalid leasehold interests in, and, all real and personal property material to its business (including all its property subject to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any PropertyMortgages), except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters defects that would not, individually or in the aggregate, aggregate could not reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (db) Except The Borrower and each Subsidiary Guarantor owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Subsidiary Guarantors does not infringe upon the rights of any other Person, except for matters that would notinfringements that, individually or in the aggregate, could not reasonably be expected to have an SPE a Material Adverse Effect, . (1c) to Schedule 3.16 sets forth a brief description of each Owned Real Property that is owned by the knowledge Borrower or any Subsidiary Guarantor as of the SPESecond Amendment and Restatement Date. (d) As of the Second Amendment and Restatement Date, neither the SPE, nor its SPE Subsidiary, Borrower nor any other party Subsidiary Guarantor has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding or Casualty Event affecting any property subject to a Mortgage or any sale or disposition thereof in lieu of condemnation. No property subject to a Mortgage nor any interest therein is subject to any Leaseright of first refusal, option or other contractual right to purchase such property or interest therein, other than Permitted Liens. (e) No Mortgage encumbers improved Owned Real Property that is located in breach or default an area that has been identified by the Secretary of any such Lease, (2) to Housing and Urban Development as an area having special flood hazards within the knowledge meaning of the SPE, no event has occurred or National Flood Insurance Act of 1968 unless flood insurance available under such Act has been threatened obtained in writing, which accordance with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitySection 5.03(b).

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, has not had and would not reasonably be expected to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, reasonably be expected to have an SPE a Parent Material Adverse Effect, to the knowledge of the SPE(i) Parent and its Subsidiaries have good, valid and marketable fee simple title (1or its jurisdictional equivalent) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticeto, or bothvalid leasehold interests in, wouldas the case may be, individually each parcel of real property owned or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE used by Parent or any SPE Subsidiaryof its Subsidiaries, free and clear of all Liens, except for Permitted Liens, (ii) each Lease under which Parent or any of its Subsidiaries leases, subleases or licenses any real property is, subject to the Bankruptcy and (3) all agreements affecting any Property required for the continued useEquity Exceptions, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are a valid and binding obligation of Parent or a Subsidiary of Parent (as the case may be) and, to the knowledge of Parent, each of the other parties thereto, and in full force and effecteffect and enforceable in accordance with its terms against Parent or its Subsidiaries (as the case may be) and, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPEParent, as presently conducted, none each of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, parties thereto (except for such violations Leases that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of Parent or any of its Subsidiaries such termination must be in the ordinary course of business), (iii) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any of the other parties thereto has violated or committed or failed to perform any act which (with or without notice, lapse of time or both) would notconstitute a default under any provision of any Lease, and (iv) neither Parent nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Lease, nor has Parent or any of its Subsidiaries delivered notice to any other party to a Lease that such other party has breached, violated or defaulted under any Lease that remains uncured as of the date hereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the real property owned or used by Parent or any of its Subsidiaries and any plants, buildings, structures and equipment thereon owned or leased by Parent and its Subsidiaries have no defects, are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (given due account to the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for their present use. Except as has not had and would not reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would nothave, individually or in the aggregate, reasonably be expected to have an SPE a Parent Material Adverse Effect, (1) to the knowledge Parent and its Subsidiaries are in possession of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticeand have good title to, or bothvalid leasehold interests in or valid rights under contract to use, wouldthe material machinery, individually or together with all such equipment, furniture, fixtures and other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, tangible material personal property and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE assets used by Parent or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityits Subsidiaries.

Properties. (a) Except as set forth in Schedule 4.08(a)The Borrower and each Subsidiary Guarantor has good title to, the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner ofvalid leasehold interests in, and, all real and personal property material to its business (including all its property subject to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any PropertyMortgages), except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters defects that would not, individually or in the aggregate, aggregate could not reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (db) Except The Borrower and each Subsidiary Guarantor owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Subsidiary Guarantors does not infringe upon the rights of any other Person, except for matters that would notinfringements that, individually or in the aggregate, could not reasonably be expected to have an SPE a Material Adverse Effect, . (1c) to Schedule 3.16 sets forth a brief description of each Owned Real Property that is owned by the knowledge Borrower or any Subsidiary Guarantor as of the SPEThird Amendment and Restatement Effective Date. (d) As of the Third Amendment and Restatement Effective Date, neither the SPE, nor its SPE Subsidiary, Borrower nor any other party Subsidiary Guarantor has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding or Casualty Event affecting any property subject to a Mortgage or any sale or disposition thereof in lieu of condemnation. No property subject to a Mortgage nor any interest therein is subject to any Leaseright of first refusal, option or other contractual right to purchase such property or interest therein, other than Permitted Liens. (e) No Mortgage encumbers improved Owned Real Property that is located in breach or default an area that has been identified by the Secretary of any such Lease, (2) to Housing and Urban Development as an area having special flood hazards within the knowledge meaning of the SPE, no event has occurred or National Flood Insurance Act of 1968 unless flood insurance available under such Act has been threatened obtained in writing, which accordance with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitySection 5.03(b).

Properties. (a) Except as set forth in Schedule 4.08(a)The Borrower and its Subsidiaries have good title to, the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner ofvalid leasehold interests in, andall its tangible personal property material to its business, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. (other than Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take ) and minor irregularities or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would notdeficiencies in title that, individually or in the aggregate, reasonably be expected do not materially interfere with its ability to have an SPE Material Adverse Effectconduct its business as currently conducted or to utilize such property for its intended purpose. The tangible personal property of the Borrower and its Subsidiaries, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear and casualty and condemnation excepted) and (ii) constitutes all the property which is required for the business and operations of the Borrower and its Subsidiaries, as presently conducted. (b) Schedule 7.21 of the Disclosure Letter contains a true and complete list of each interest in real property (i) owned by the Borrower and its Subsidiaries (describing the type of interest therein held by the Borrower and its Subsidiaries); and (ii) leased, subleased or otherwise occupied or utilized by the Borrower and its Subsidiaries, as lessee, sublessee, franchisee or licensee (describing the type of interest therein held by the Borrower and its Subsidiaries) and, in each of the cases described in clauses (i) and (ii) of this clause (b), whether any lease requires the consent of the landlord or tenant thereunder, or other party thereto, to the knowledge of transactions contemplated by the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityLoan Documents. (c) To The Borrower and its Subsidiaries have not received any written notice of, nor, to the knowledge Knowledge of the SPEeach Borrower Party, as presently conductedhas there occurred any involuntary loss of title, none of the operation of the buildingsany involuntary loss of, fixtures and other improvements comprising a part of the Properties is in violation of damage to or any applicable building codedestruction of, zoning ordinance or any condemnation or other “land use” Lawtaking (including by any Governmental Authority) of, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles portion of equityits property.

Properties. As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (aother than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, could not reasonably be expected to have an SPE a Material Adverse Effect, to the knowledge as of the SPE, Initial Borrowing Date (1a) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease i) each of such Leases listed on Schedule 9.05(a) and (as ii) each of such term is hereinafter defined) for space within such Propertyleases and subleases listed on Schedule 9.05(b), in each case, is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding enforceable in accordance with its terms and is in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1b) to the knowledge of the SPEBorrower and the other Credit Parties, neither the SPE, nor its SPE Subsidiary, nor no default by any other party to any Lease, is in breach or default of any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (2) b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the SPEBorrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, no event has occurred or has been threatened in writing, which with or without the passage Borrower shall notify the Administrative Agent of time or same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, date hereof and (3iii) if it comes to the knowledge of the SPE each Borrower within five Business Days of the leases (and all amendments thereto or modifications thereof) to which Initial Borrowing Date that any of the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Leased Real Property is bound or subject (collectively, the “Leases”listed on Schedule 9.05(a) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityleased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).

Properties. (a) Each Seller Subsidiary set forth in Section 2.2(a) of the Seller Disclosure Letter owns marketable fee simple or leasehold title to the real properties identified opposite it in Section 2.2(a) of the Seller Disclosure Letter (collectively with all buildings, structures and other improvements thereon, the "Seller Properties" and each, collectively with all buildings, structures and other improvements thereon, a "Seller Property"), which are all of the real properties owned or leased by Seller and the Seller Subsidiaries as of the date hereof. Except as set forth in Schedule 4.08(athe existing title reports identified in clause (iii) below or in -13- 22 Section 2.2(a) of the Seller Disclosure Letter and except for any easements granted in the ordinary course of business since the date of such title reports which do not have a material adverse effect on the operation of any of the Seller Properties, no other Person has any real property ownership interest in any of the Seller Properties. The Seller Properties are not subject to any rights of way, written agreements, Laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively, "Property Restrictions") or Liens (including Liens for Taxes), mortgages or deeds of trust, claims against title, charges which are Liens, security interests or other encumbrances on title (the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property"Encumbrances"), except for Permitted (i) Property Restrictions and Encumbrances set forth in Section 2.8(a)(i) of the Seller Disclosure Letter, (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, which, individually or in the aggregate, would not have a Seller Material Adverse Effect, (iii) Property Restrictions and Encumbrances disclosed on existing title reports or existing surveys (in either case copies of which title reports and surveys have been made available to Buyer's representatives at the data room established by Seller and examined by representatives of Buyer (the "Data Room")), and referenced on Seller's Data Room index dated June 15, 1999 or provided to Parent or Buyer prior to the date hereof, and (iv) mechanics', carriers', workmen's, repairmen's Liens and Liensother Encumbrances and Property Restrictions, if any, given to secure mortgage indebtedness encumbering such Propertywhich, individually or in the aggregate, would not have a Seller Material Adverse Effect. (b) Except Seller has obtained title insurance insuring Seller's or the applicable Seller Subsidiary's fee simple title to each of the Seller Properties owned by it and leasehold title to each of the Seller Properties leased by it, in each case, subject only to the matters disclosed in such policies, in clause (a) above and in Section 2.8(b) of the Seller Disclosure Letter. Seller has not received any written notice that any such policy is not in full force and effect. No claim has been made against any such policy in excess of $50,000. (c) Section 2.8(c) of the Seller Disclosure Letter sets forth Seller's and each Seller Subsidiary's capital expenditure budget and schedule for matters each Seller Property, which describes the capital expenditures which the Seller or any Subsidiary has budgeted for such Seller Property for the period running through December 31, 1999 (the "CapEx Budget"). Section 2.8(c) of the Seller Disclosure Letter, sets forth a complete list of each Seller Property that is currently under development or subject to any agreement with respect to development; provided, however, that "development" shall not include capital improvements made in the ordinary course of business to existing Seller Properties and repairs made to existing Seller Properties. (d) The ground leases underlying the leased Seller Properties referenced in Section 2.2(a) of the Seller Disclosure Letter (collectively, the "Seller Ground Leases") are listed, by property, in Section 2.8(d) of the Seller Disclosure Letter. Each of the Seller Ground Leases is valid, binding and in full force and effect as against Seller or its Subsidiaries and, to Seller's Knowledge, as against the other party thereto, except to the extent the failure to be binding and in full force and effect would not reasonably be expected to have a Seller Material Adverse Effect. Seller has not received written notice under any of the Seller Ground Leases of any default, and, to Seller's Knowledge, no event has occurred which, with notice or lapse of time or both, would constitute such a default by Seller, except as would not, individually or in the aggregate, be reasonably be expected to have an SPE result in a Seller Material Adverse Effect, . (e) Section 2.8(e) to the knowledge Seller Disclosure Letter sets forth a list of the SPE, hotel franchise agreements (1the "Seller Franchise Agreements") neither the SPE, nor any SPE Subsidiary, nor any other party pursuant to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset each of the SPE or any SPE Subsidiary, except for Permitted Liens, Seller Properties is being operated by Lessee and (3) all agreements affecting any Property required for Manager. Each of the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and Seller Franchise Agreements is in full force and effecteffect with respect to Seller or the applicable Seller Subsidiary and there are no defaults thereunder by Seller or a Seller -14- 23 Subsidiary and, subject to applicable bankruptcythe Knowledge of Seller, insolvencyor by any other party thereto. To the Knowledge of Seller, moratorium no events have occurred which with the giving notice or other similar Laws relating to creditors’ rights and general principles the passage time or both would constitute a default or event of equitydefault thereunder, except for those which either singly or in the aggregate would not constitute a Seller Material Adverse Effect. (cf) To the knowledge Neither Seller nor any Seller Subsidiary has received written notice of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in any violation of any applicable building codefederal, zoning ordinance state or other “land use” Lawmunicipal law, except for such violations that would notordinance, order, regulation or requirement issued by any governmental authority which, individually or in the aggregate, reasonably be expected to would have an SPE a Seller Material Adverse Effect. (d) Except for matters that would not. There has been no physical damage to any Seller Properties which, individually or in the aggregate, reasonably be expected would have a Seller Material Adverse Effect for which there is no insurance in effect covering the cost of the restoration (less applicable deductibles). (g) Neither Seller nor any of the Seller Subsidiaries has received any written notice with respect to any Seller Property to the effect that any condemnation or rezoning proceedings are pending or threatened which, individually or in the aggregate, would have an SPE a Seller Material Adverse Effect. (h) To the Knowledge of Seller, no Governmental Entity having jurisdiction over any Seller Property under development has denied or rejected any applications by Seller for a certificate, permit or license with respect to such Seller Property, which denial or rejection, individually or in the aggregate, would have a Seller Material Adverse Effect. (1i) to the knowledge There are no structural defects in any of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, Seller Properties that would, individually or together with in the aggregate, have a Seller Material Adverse Effect. (j) Seller or Seller Partnership has marketable title to all such material furniture, fixtures equipment, operating supplies and other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to personal property necessary for the knowledge operation of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effectSeller Properties, subject to applicable bankruptcyno Liens which, insolvencyindividually or in the aggregate, moratorium or other similar Laws relating to creditors’ rights and general principles of equitywould have a Seller Material Adverse Effect.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, does not have and would not reasonably be expected to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, reasonably be expected to have an SPE a Contango Material Adverse Effect, and with respect to clauses (a) and (b), except with respect to any of Contango’s Oil and Gas Properties: (a) Contango and its Subsidiaries have good, valid and defensible title to all real property owned by Contango or any of its Subsidiaries (collectively, the “Contango Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by Contango or any of its Subsidiaries (collectively, including the improvements thereon, the “Contango Leased Real Property”) free and clear of all Liens, except Permitted Liens, (b) each agreement under which Contango or any of its Subsidiaries is the landlord, sublandlord, tenant, subtenant, or occupant with respect to the Contango Leased Real Property (each, a “Contango Real Property Lease”) is in full force and effect and is valid and enforceable against the parties thereto in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, and neither Contango nor any of its Subsidiaries, or to the knowledge of Contango, any other party thereto, has received written notice of any default under any Contango Real Property Lease, and (c) there does not exist any pending or, to the knowledge of the SPEContango, (1) neither the SPEthreatened condemnation or eminent domain Proceedings that affect any of Contango’s Oil and Gas Properties, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Contango Owned Real Property (other than a Lease (as such term is hereinafter defined) for space within such or Contango Leased Real Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, could not reasonably be expected to have an SPE a Material Adverse Effect, to the knowledge as of the SPE, Initial Borrowing Date (1a) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease i) each of such Leases listed on Schedule 9.05(a) and (as ii) each of such term is hereinafter defined) for space within such Propertyleases and subleases listed on Schedule 9.05(b), in each case, is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding enforceable in accordance with its terms and is in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1b) to the knowledge of the SPEBorrower and the other Credit Parties, neither the SPE, nor its SPE Subsidiary, nor no default by any other party to any Lease, is in breach or default of any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (2) b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid leasehold interests in (or otherwise has the right to use), all of its Leased Real Property, in each case as is necessary to the conduct of its business in the ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the SPEBorrower that any of the Owned Real Property or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, no event has occurred or has been threatened in writing, which with or without the passage Borrower shall notify the Administrative Agent of time or same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, date hereof and (3iii) if it comes to the knowledge of the SPE each Borrower within five Business Days of the leases (and all amendments thereto or modifications thereof) to which Initial Borrowing Date that any of the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Leased Real Property is bound or subject (collectively, the “Leases”listed on Schedule 9.05(a) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityleased by CFL then such Leased Real Property shall automatically be deemed removed from Schedule 9.05(a).

Properties. (a) Except as set forth in Schedule 4.08(a)respects that, individually or in the SPE aggregate, have not had and would not reasonably be expected to have a Potlatch Material Adverse Effect, Potlatch or an SPE a Potlatch Subsidiary is the insured under has good and valid title to, and marketable and insurable fee simple interest in or a policy of title insurance as the owner ofvalid leasehold interest in, and, to the knowledge each of the SPE, real properties reflected as an asset on the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, most recent balance sheet of Potlatch included in the case of certain PropertiesPotlatch Reporting Documents (each, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiarya “Potlatch Property”), in each case free and clear of all Liens except for Permitted conditions, encroachments, easements, rights of way, restrictions and Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted conditions, encroachments, easements, rights of way, restrictions or Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would which do not, individually or in the aggregate, materially impair and would not reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for materially impair the continued use, occupancy, management, leasing use and operation of such Property (exclusive the real properties to which they relate in the conduct of space Leases) are valid Potlatch and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, each Potlatch Subsidiary as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except . Except for such violations that would notmatters that, individually or in the aggregate, have not had and would not reasonably be expected to have an SPE a Potlatch Material Adverse Effect. (d) , neither Potlatch nor any Potlatch Subsidiary has received notice to the effect that there are any condemnation, expropriation or other proceedings that are pending or, to the Knowledge of Potlatch, threatened with respect to any material portion of any of the Potlatch Properties. Except for matters that would notthe owners of the properties in which Potlatch or a Potlatch Subsidiary has a leasehold interest and except as, individually or in the aggregate, have not had and would not reasonably be expected to have an SPE a Potlatch Material Adverse Effect, no Person other than Potlatch or a Potlatch Subsidiary has any ownership interest in any of the Potlatch Properties, except to the extent that such interest would not be reasonably expected to adversely impact Potlatch’s or the Potlatch Subsidiary’s continued use of the applicable Potlatch Property consistent with its operation as of the date of this Agreement. (b) Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Potlatch Material Adverse Effect, (1i) neither Potlatch nor any Potlatch Subsidiary has leased or otherwise granted to any Person the right to use or occupy any Potlatch Property or any portion thereof, (ii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Potlatch Property owned by Potlatch or any Potlatch Subsidiary (“Owned Potlatch Property”) or any portion thereof or interest therein, (iii) there are no boundary disputes relating to any Owned Potlatch Property and no encroachments materially and adversely affecting the use of any Owned Potlatch Property and (iv) with respect to each Owned Potlatch Property, all material buildings, structures, fixtures and improvements are in all respects adequate and sufficient and in satisfactory condition to support the operations of Potlatch and each Potlatch Subsidiary as presently conducted to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party extent related to any Lease, is such Owned Potlatch Property. (c) Except in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, wouldrespects that, individually or together with all such other eventsin the aggregate, constitute have not had and would not reasonably be expected to have a default under any LeasePotlatch Material Adverse Effect, (i) policies of title insurance or would permit terminationupdates or endorsements have been issued, modification insuring Potlatch’s or acceleration under such Lease, and (3) the applicable Potlatch Subsidiary’s fee simple title to the knowledge of the SPE each of the Owned Potlatch Properties that is a manufacturing or similar facility, in amounts at least equal to the purchase price paid for ownership of such Potlatch Property or such entity that owned such Potlatch Property at the time of the issuance of each such policy, (ii) there has not been any claim made against any such policy that has not been resolved and (iii) there is no suit, action or other proceeding pending or, to the Knowledge of Potlatch, threatened against or affecting Potlatch or any Potlatch Subsidiary challenging Potlatch’s or the applicable Potlatch Subsidiary’s fee simple title to each of the Owned Potlatch Properties. (d) Each of Potlatch and each Potlatch Subsidiary has complied with the terms of all leases (pursuant to which Potlatch or a Potlatch Subsidiary has a leasehold interest in the Potlatch Properties, and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and such leases are in full force and effect, subject except for such noncompliance or failure to applicable bankruptcybe in full force and effect that, insolvencyindividually or in the aggregate, moratorium has not had and would not reasonably be expected to have a Potlatch Material Adverse Effect. (e) Except in respects that, individually or other similar Laws relating in the aggregate, have not had and would not reasonably be expected to creditors’ rights and general principles have a Potlatch Material Adverse Effect, neither Potlatch nor any Potlatch Subsidiary has taken any action which would disqualify portions of equityany Potlatch Property now assessed for ad valorem Taxes on the basis of farm, forest or open space for continued assessment as farm, forest or open space lands.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge None of the SPE, the SPE Company or an SPE any Company Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor owns any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyreal property. (b) Except for Section 3.19(b) of the Company Disclosure Letter contains an accurate and complete list, as of the date of this Agreement, of all material real property that is leased, subleased, sub-subleased, or licensed to the Company or any Company Subsidiary, as applicable, and sets forth an accurate and complete list of any and all material leases, subleases, sub-subleases and licenses to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). Accurate and complete copies of all material Real Estate Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) Each Real Estate Lease (i) is in full force and effect and is valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies (the foregoing (A) and (B), the “Enforceability Limitations”); (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Parent; and (iii) except with respect to any Permitted Liens granted under the terms of any of the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries, other than, in each case, any matters that would notthat, individually or in the aggregate, have not had and would not reasonably be expected to have an SPE Material Adverse Effecthave, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Company Material Adverse Effect. (d) Except for matters that would not, individually or in Neither the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge Company nor any of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default Company Subsidiaries has received a written notice of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to Real Estate Lease which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityremains uncured.

Properties. (a) Except as set forth in Schedule 4.08(aEach of Holdings, the Borrower and each Subsidiary has good title to, or valid leasehold interests in, all its property necessary for the conduct of its business (including the Mortgaged Properties), the SPE except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or an SPE Subsidiary as proposed to be conducted or to utilize such properties for their intended purposes. All such property is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyother than Liens expressly permitted by Section 6.02. (b) Except Each of Holdings, the Borrower and each Subsidiary owns, or has rights to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business as currently conducted or as currently proposed to be conducted, and the use thereof by Holdings, the Borrower and each Subsidiary does not infringe upon the rights of any other Person, except for matters that would notany such infringements that, individually or in the aggregate, could not reasonably be expected to have an SPE result in a Material Adverse Effect. No claim or litigation regarding any trademarks, trade names, copyrights, patents or other intellectual property owned or used by Holdings, the Borrower or any Subsidiary is pending or, to the knowledge of Holdings, the SPE, (1) neither the SPE, nor Borrower or any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property)threatened against Holdings, is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE Borrower or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would notSubsidiary that, individually or in the aggregate, could reasonably be expected to have an SPE result in a Material Adverse Effect. (dc) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge As of the SPEEffective Date, neither none of Holdings, the SPEBorrower or any Subsidiary has received notice of, nor its SPE Subsidiaryor has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. Neither any Mortgaged Property nor any other party interest therein is subject to any Leaseright of first refusal, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium option or other similar Laws relating contractual right to creditors’ rights and general principles of equitypurchase such Mortgaged Property or interest therein.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE such Forward OP Merger Entity or an SPE its Forward OP Merger Entity Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPEsuch Forward OP Merger Entity, the SPE such Forward OP Merger Entity or an SPE its Forward OP Merger Entity Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE such Forward OP Merger Entity or an SPE its Forward OP Merger Entity Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE such Forward OP Merger Entity nor any SPE Subsidiary of its Forward OP Merger Entity Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Forward OP Merger Entity Material Adverse Effect, to the knowledge of the SPEsuch Forward OP Merger Entity, (1) neither the SPE, such Forward OP Merger Entity nor any SPE Subsidiaryits Forward OP Merger Entity Subsidiaries, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE such Forward OP Merger Entity or any SPE Subsidiaryits Forward OP Merger Entity Subsidiaries, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPEsuch Forward OP Merger Entity, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE a Forward OP Merger Entity Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Forward OP Merger Entity Material Adverse Effect, (1) to the knowledge of the SPEsuch Forward OP Merger Entity, neither the SPEsuch Forward OP Merger Entity, nor its SPE SubsidiaryForward OP Merger Entity Subsidiaries, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPEsuch Forward OP Merger Entity, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, Lease or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE such Forward OP Merger Entity, each of the leases (and all amendments thereto or modifications thereof) to which the SPE such Forward OP Merger Entity or any SPE Subsidiary its Forward OP Merger Entity Subsidiaries is a party or by which the SPE such Forward OP Merger Entity or any SPE Subsidiary its Forward OP Merger Entity Subsidiaries or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Section 5.10(a) of the REIT II Disclosure Letter lists the parcels of real property that, together with the structures and improvements thereon, constitute the REIT II Properties, and sets forth REIT II or the applicable REIT II Subsidiary owning such REIT II Properties. Except as set forth disclosed in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as policies and reports (and the owner of, and, documents or surveys referenced in such policies and reports): (A) REIT II or a REIT II Subsidiary owns fee simple title to the knowledge each of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain REIT II Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens Liens, except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, ; (B) except for Permitted Liens as has not had and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a REIT II Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, REIT II nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default REIT II Subsidiary has received written notice of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in uncured violation of any applicable building codeLaw (including zoning, zoning ordinance building, or other “land use” Law, similar Laws) affecting any portion of any of the REIT II Properties issued by any Governmental Entity; and (C) except for such violations that as would not, individually or in the aggregate, reasonably be expected to have an SPE a REIT II Material Adverse Effect, neither REIT II nor any REIT II Subsidiary has received written notice to the effect that there are condemnation or rezoning proceedings that are currently pending or threatened with respect to any of the REIT II Properties. (db) Except for matters as disclosed in property condition assessments and similar structural engineering reports relating to the REIT II Properties, REIT II has not received written notice of, nor does REIT II have any Knowledge of, any latent defects or adverse physical conditions affecting any of the REIT II Properties or the improvements thereon that have not been corrected or cured prior to the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to have an SPE a REIT II Material Adverse Effect. (c) REIT II and the REIT II Subsidiaries have good title to, (1) to or a valid and enforceable leasehold interest in, all personal property assets owned, used or held for use by them. Neither REIT II's nor the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default REIT II Subsidiaries' ownership of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary personal property is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcyany Liens, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitythan Permitted Liens.

Properties. (ai) Except as set forth in Schedule 4.08(aEach of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all of the Property material to its business (including its real properties), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for (1) minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes, (2) and Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (bii) Except Each of the Borrower and its Subsidiaries has complied with all material obligations under all leases to which it is a party and that are material to the Borrower and its Subsidiaries taken as a whole and all such leases are in full force and effect. Each of the Borrower and its Subsidiaries enjoys peaceful and undisturbed possession under all such material leases under which a Borrower or any such Subsidiary is a lessee. (iii) Each of the Borrower and its Subsidiaries owns, or is licensed or otherwise permitted to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for matters that would notany such infringements that, individually or in the aggregate, could not reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than result in a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (div) Except for matters Schedule 5.14 sets forth the address of each real property that would not, individually is owned or in leased by the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge Borrower or any of its Subsidiaries as of the SPEEffective Date. (v) As of the Effective Date, neither the SPEBorrower nor any of its Subsidiaries has received notice of, nor or has knowledge of, any pending or contemplated condemnation proceeding affecting any of its SPE Subsidiaryreal properties or any sale or disposition thereof, in lieu of condemnation. Neither any of the Borrower’s or its Subsidiaries’ real properties, nor any other party interest therein, is subject to any Leaseright of first refusal, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium option or other similar Laws relating contractual right to creditors’ rights and general principles of equitypurchase such real property or interest therein.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge Section 3.13(a) of the SPECompany Disclosure Letter sets forth, as of the SPE or an SPE Subsidiary is the owner ofdate of this Agreement, the fee simple estate (or, in the case i) a list of certain Properties, the leasehold estate or the tenancy-in-common estateall material real properties (by name and location) to the Property owned by the SPE Company or an SPE Subsidiary, in each case free any SpinCo Entity (the “Owned Real Property”) and clear of all Liens except for Permitted Liens. Prior to the effective time (ii) a list of the merger contemplated herebymaterial leases, neither subleases or other material occupancies to which the SPE nor Company or any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except SpinCo Entity is a party as tenant for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyreal property (the “Real Property Leases”). (b) Except for matters that as would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Owned Real Property, (i) the Company or a SpinCo Entity has good and marketable title to such Owned Real Property, free and clear of all Liens (other than Permitted Liens), (ii) there are no (A) unexpired options to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire such Owned Real Property or any portion thereof or a direct or indirect interest therein or (B) other outstanding rights or agreements to enter into any Contract for sale, ground lease or letter of intent to sell or ground lease such Owned Real Property, which, in each case, is in favor of any party other than the Company or any SpinCo Entity, (iii) policies of title insurance have been issued insuring, as of the effective date of each such insurance policy, fee simple title interest held by the Company or any SpinCo Entity and (iv) there are no existing, pending, or to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting such Owned Real Property. (c) Except as would not reasonably be expected to have an SPE have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or any SpinCo Entity has valid leasehold title to the knowledge each real property subject to a Real Property Lease, sufficient to allow each of the SPECompany and the SpinCo Entities to conduct their business as currently conducted, (1ii) neither each Real Property Lease under which the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE Company or any SPE SubsidiarySpinCo Entity leases, except for Permitted Lienssubleases or otherwise occupies any real property is valid, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcythe Enforceability Exceptions, insolvencyand (iii) neither the Company nor any SpinCo Entity or, moratorium to the Knowledge of the Company, any other party to such Real Property Lease has violated any provision of, or other similar Laws relating taken or failed to creditors’ rights and general principles take any act which, with or without notice, lapse of equitytime, or both, would constitute a default under the provisions of such Real Property Lease. (cd) To the knowledge of the SPE, Except as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and each SpinCo Entity, in respect of all of its properties, assets and other rights that do not constitute real property or Intellectual Property (i) has valid title to all such properties, assets and other rights reflected in its books and records as owned by it free and clear of all Liens (other than Permitted Liens) and (ii) owns, has valid leasehold interests in or valid contractual rights to use all of such properties, assets and other rights (in each case except for Permitted Liens). (e) Except as would not reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would nothave, individually or in the aggregate, reasonably be expected to have an SPE a Company Material Adverse Effect, (1) to each material item of tangible personal property owned, leased or licensed by the knowledge of Company and the SPE, neither the SPE, nor SpinCo Entities is adequate for its SPE Subsidiary, nor any other party to any Lease, present and intended use and operation and is in breach or default of any such Leasegood operating condition, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, ordinary wear and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitytear excepted.

Properties. (a) The Acquired Companies own no real properties. All of the real properties leased by the Acquired Companies on the Closing Date are set forth in Schedule 3.7(a). True and correct copies of all lease agreements and any subsequent amendments of such lease agreements have been provided to Buyers and are listed in Schedule 3.7(a). Except as set forth in Schedule 4.08(a3.7(a), the SPE Acquired Companies are not subject to any real property leases, subleases or occupancy agreements pursuant to which an SPE Subsidiary Acquired Company is the insured under a policy lessee, sublessee or occupant of title insurance any real property. The applicable lease for each location set forth in Schedule 3.7(a) is in full force and effect and, except as disclosed in Schedule 3.7(a), (i) neither the owner of, andapplicable Acquired Company nor, to the knowledge Knowledge of the SPECompany, the SPE lessor is in material Breach thereunder and (ii) no event has occurred which (after notice or an SPE Subsidiary is the owner lapse of time or both) would become a material Breach under, or would otherwise permit material modification of, the fee simple estate (oror cancellation, acceleration or termination of, any applicable lease or would result in the case creation of certain Propertiesor right to obtain any Encumbrance upon, or any Person obtaining any right to acquire, any assets, rights or interests of the Acquired Companies. Furthermore, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time consummation of the merger contemplated hereby, neither Contemplated Transactions will not result in a material Breach under any of the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertymaterial lease agreements set forth on Schedule 3.7(a). (b) Except as disclosed in Schedule 3.7(b), no Consent is necessary for matters that would notthe execution, individually delivery or in performance of this Agreement by the aggregate, reasonably be expected Company or the other Transaction Documents to have an SPE Material Adverse Effect, which it is a party or the consummation of the Contemplated Transactions by the Company pursuant to the knowledge lease agreements set forth on Schedule 3.7(a) the failure of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party which to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach obtain or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably make would be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitymaterial. (c) To Except for properties and assets disposed of in the knowledge Ordinary Course of Business since the date of the SPEInterim Balance Sheet, as presently conducted, none the Acquired Companies have good and marketable title to all of the operation material properties and assets included in the Interim Balance Sheet, free and clear of any Encumbrances other than Permitted Encumbrances. The Acquired Companies own, lease, license or otherwise have the contractual right to use all of the buildings, fixtures and other improvements comprising a part material personal property used in or necessary for the conduct of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse EffectBusiness as currently conducted. (d) Except for matters that would not, individually or All statements and representations made in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is Tenant Estoppels are true and correct in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityrespects.

Properties. (a) Section 3.15(a) of the Vornado Disclosure Letter sets forth a list of (i) each Vornado Included Property, and (ii) whether the applicable Vornado Included Entity directly or indirectly owns such Vornado Included Property in fee simple or directly or indirectly holds such Vornado Included Property pursuant to a leasehold, ground leasehold or some other property interest. Except as expressly set forth in Section 3.15(a) of the Vornado Disclosure Letter, as of the date hereof there are no real properties that Newco, Newco OP or any Vornado Included Entity is obligated to buy, lease or sublease at some future date, or otherwise enter into any contract for sale, ground lease or letter of intent to sell or ground lease any such Vornado Included Property or any portion thereof (in each case, excluding any Vornado Leases and the Vornado Ground Leases), and no commissions, fees or other amounts are payable (or are to become payable) in connection with the acquisition or disposition of any Vornado Included Property. (b) The applicable Vornado Included Entity owns good and marketable fee simple title or leasehold title (as applicable) to each of the Vornado Included Properties, in each case, free and clear of Liens, except for Vornado Permitted Liens. Except as set forth on Section 3.15(b) of the Vornado Disclosure Letter, the Vornado Included Entities have not granted, and to the knowledge of Vornado, none of the Vornado Included Properties is subject to, unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Vornado Included Property or any portion thereof. (c) To the knowledge of the Vornado Parties, except as may be disclosed in the third party physical condition reports with respect to the Vornado Included Properties which have been delivered or otherwise made available to the JBG Parties (it being understood and agreed that a reference in a physical condition report to a document not otherwise delivered or made available to the JBG Parties shall not be deemed to constitute disclosure of the contents of such document), as of the date hereof, with respect to each Vornado Included Property, (i) such Vornado Included Property is supplied with utilities and other services as necessary to permit its continued operation as it is now being operated, (ii) such Vornado Included Property is in good working order sufficient for its normal operation in the manner currently being conducted, (iii) such Vornado Included Property has not suffered any casualty or other damage that has not been repaired, and (iv) there are no patent or latent structural, mechanical or other significant defects or deficiencies in the improvements on any Vornado Included Property, in each case, except as has not had and would not reasonably be expected to have a Vornado Material Adverse Effect; provided, however, that this Section 3.15(c) shall not apply to any Vornado Included Property that is an Under Construction and Predevelopment Property or is otherwise raw land, under development or not otherwise in active operation. (d) No Vornado Included Entity has received (i) written notice that any certificate, permit or license from any Governmental Entity having jurisdiction over any of the Vornado Included Properties necessary to permit the lawful use and operation of the buildings and improvements on any of the Vornado Included Properties as currently used and operated or that is necessary to permit the lawful use and operation of all utilities and means of egress and ingress to and from any of the Vornado Included Properties for the current use and operation of the Vornado Included Properties is not in full force and effect as of the date of this Agreement, except for such failures to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Vornado Material Adverse Effect, or of any pending written threat of modification or cancellation of any of same, that would reasonably be expected to have a Vornado Material Adverse Effect, or (ii) written notice of any uncured violation of any Laws affecting any of the Vornado Included Properties which, individually or in the aggregate, has had or would reasonably be expected to have a Vornado Material Adverse Effect. (e) Except as set forth in Schedule 4.08(aSection 3.15(e) of the Vornado Disclosure Letter, no condemnation, eminent domain or similar proceeding has occurred or to the knowledge of the Vornado Included Entities is pending with respect to any Vornado Included Property and, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Vornado Material Adverse Effect, no Vornado Included Entity has received any written notice to the effect that (i) any condemnation or rezoning proceedings are threatened with respect to any of the Vornado Included Properties, or (ii) any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in violation) for any Vornado Included Property. (f) Section 3.15(f) of the SPE Vornado Disclosure Letter sets forth all ground leases affecting the interest of the Vornado Included Entities in any Vornado Included Property, other than ground leases as to which a Vornado Included Entity is both lessor and lessee, and all amendments, modifications (including pursuant to any estoppel), guarantees, renewals and extensions exercised related thereto (collectively, the “Vornado Ground Leases”). Vornado hereby represents that (a) Section 3.15(f) of the Vornado Disclosure Letter contains a true, complete and correct list of all Vornado Ground Leases to which any Vornado Included Entity is bound; (b) true, complete and correct copies of such Vornado Ground Leases have been delivered or an SPE Subsidiary made available to the JBG Parties; and (c) each such Vornado Ground Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the insured under a policy of title insurance as the owner of, applicable Vornado Included Entity and, to the knowledge of Vornado, with respect to the SPEother parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). As of the date hereof, there are no monetary or non-monetary material defaults under any Vornado Ground Lease to which any Vornado Included Entity is bound, by any Vornado Included Entity or any other party thereto. As of the date hereof, no Vornado Included Entity has sent or received any notice of any violation or breach of, or default under, any Vornado Ground Lease to which any Vornado Included Entity is bound. (g) Except for discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Vornado Material Adverse Effect, the SPE rent rolls for each of the Vornado Included Properties as of September 1, 2016 (with respect to office and retail properties) or an SPE Subsidiary as of September 29, 2016 (with respect to residential properties) that have been previously made available to the JBG Parties by the Vornado Included Entities, are true and correct and (i) correctly reference each tenant under each lease that was in effect as of as the respective dates of such rent rolls, and to which a Vornado Included Entity is a party as lessor with respect to each of the owner ofVornado Included Properties (all leases, together with all amendments, modifications, supplements, renewals and extensions related thereto, the fee simple estate “Vornado Leases”) and (orii) identify the rent payable under the Vornado Lease as of such date. Except for discrepancies, errors or omissions that, individually or in the case of certain Propertiesaggregate, would not reasonably be expected to have a Vornado Material Adverse Effect, the leasehold estate or the tenancy-in-common estate) Vornado Included Entities have made available to the JBG Parties a list of all security deposit amounts currently held under the Vornado Leases as of September 30, 2016. (h) True and complete (in all material respects) copies of all (x) Vornado Ground Leases and (y) Vornado Leases for space in excess of 25,000 square feet in or at any Vornado Included Properties (the “Material Vornado Leases”) (it being understood that a Vornado Lease shall constitute a Material Vornado Lease if there are other Vornado Leases with the same tenant at the same Vornado Included Property owned by the SPE or an SPE Subsidiarythat, if aggregated with such Vornado Lease, would exceed 25,000 square feet), in each case free in effect as of the date hereof and clear of all Liens except for Permitted Liens. Prior to the effective time of extent within Vornado’s possession and control, have been made available to the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) JBG Parties. Except for matters that as would not, individually or in the aggregate, reasonably be expected to have an SPE a Vornado Material Adverse Effect, (i) no Vornado Included Entity has given or received written notice of any violation or breach of, or default under, any Material Vornado Lease, which violation or breach remains outstanding and uncured, (ii) except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, no tenant under a Material Vornado Lease is in monetary or non- monetary material default under such Material Vornado Lease, which default remains outstanding and uncured, and (iii) each Material Vornado Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to a Vornado Included Entity and, to the knowledge of Vornado, with respect to the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiaryparties thereto, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to affecting creditors’ rights generally and by general principles of equity. equity (cregardless of whether enforceability is considered in a proceeding in equity or at Law). Except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, any and all material leasing commissions or brokerage fees payable by Vornado Included Entities with respect to any Material Vornado Leases have been paid in full. To the knowledge of the SPEVornado, except as presently conducted, none set forth on Section 3.15(h) of the operation Vornado Disclosure Letter, all material tenant improvement allowances, relocation allowances or other inducements due with respect to the current unexpired term of each Material Vornado Lease have been paid in full. As of June 30, 2016, except as set forth on Section 3.15(h) of the buildingsVornado Disclosure Letter, fixtures and there are no other improvements comprising a part material Leasing Costs to be paid in the future with respect to any Material Vornado Leases. (i) Except as set forth on Section 3.15(i) of the Properties is Vornado Disclosure Letter, there are no material Tax abatements or exemptions specifically affecting the Vornado Included Properties, and the Vornado Included Entities have not received any written notice of (and the Vornado Included Entities do not have any knowledge of) any proposed increase in violation the assessed valuation of any applicable building code, zoning ordinance or other “land use” Lawof the Vornado Included Properties, except in each case for any such violations Taxes or assessment that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an SPE a Vornado Material Adverse Effect. (dj) Except for matters that Vornado Permitted Liens, as set forth in Vornado Leases and title documents made available to the JBG Parties prior to the date hereof or as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an SPE a Vornado Material Adverse Effect, (1Effect and except as set forth on Section 3.15(j) to the knowledge of the SPEVornado Disclosure Letter, neither the SPE, nor its SPE Subsidiary, nor any other no Vornado Included Entity is a party to any Lease(i) unexpired option to purchase agreements, is in breach rights of first refusal or default of first offer or any such Leaseother rights to purchase or otherwise acquire any Vornado Included Property or any portion thereof that would materially adversely affect any Vornado Included Entity’s, (2) ownership, ground lease or right to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute use a default under any Lease, or would permit termination, modification or acceleration under such Vornado Included Property subject to a Material Vornado Lease, and (3ii) other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Vornado Included Property or any portion thereof that is owned by any Vornado Included Entity, which, in each case, is in favor of any party other than a Vornado Included Entity. (k) No written unresolved claim has been made against any title insurance policy evidencing title insurance with respect to a Vornado Included Property which, individually or in the knowledge aggregate, would be material to such Vornado Included Property. (l) Schedule B accurately states the outstanding principal amount of the SPE Indebtedness secured by each Vornado Included Property as of the leases applicable Valuation Date. (m) Newco and all amendments thereto Newco OP do not directly own any real or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitypersonal property.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE RIF V REIT or an SPE its RIF V REIT Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPERIF V REIT, the SPE RIF V REIT or an SPE its RIF V REIT Subsidiary is the owner of, the good, marketable and insurable fee simple estate title (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE RIF V REIT or an SPE its RIF V REIT Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated herebyEffective Time, neither the SPE RIF V REIT nor any SPE Subsidiary of its RIF V REIT Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a RIF V REIT Material Adverse Effect, (1) neither the RIF V REIT nor any of its RIF V REIT Subsidiaries nor, to the knowledge of the SPERIF V REIT, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) to the knowledge of the RIF V REIT, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE RIF V REIT or any SPE its RIF V REIT Subsidiary, except for Permitted Liens, or otherwise reasonably be expected to have a RIF V REIT Material Adverse Effect and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a RIF V REIT Material Adverse EffectEffect or that are otherwise disclosed on Schedule 4.08(c), (1) neither the RIF V REIT, nor its RIF V REIT Subsidiaries, nor, to the knowledge of the SPERIF V REIT, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPERIF V REIT, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, Lease or would permit termination, modification or acceleration under such Lease, Lease and (3) to the knowledge of the SPE RIF V REIT, each of the leases Leases (and all amendments thereto or modifications thereof) to which the SPE RIF V REIT or any SPE Subsidiary its RIF V REIT Subsidiaries is a party or by which the SPE RIF V REIT or any SPE Subsidiary its RIF V REIT Subsidiaries or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except Section 4.9 of the Company Disclosure Schedule contains a true and correct list of (i) each parcel of real property owned (the "Owned Real Property") by the Company or any of its Subsidiaries, and (ii) each material parcel of real property leased or subleased or otherwise occupied by the Company or any of its Subsidiaries as set forth in Schedule 4.08(a)tenant or subtenant (the "Leased Real Property," together with the Owned Real Property, the SPE "Real Property") together with a true and correct list of all such material leases, subleases or an SPE Subsidiary is other similar agreements and any amendments, modifications or extensions thereto (the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the "Real Property Leases"). The Company has good and indefeasible fee simple estate (ortitle to its Owned Real Property, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for other than Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such PropertyEncumbrances. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, Subject to the knowledge terms of its leases, each of the SPECompany and its Subsidiaries has a valid and subsisting leasehold estate in and the right to quiet enjoyment to the Leased Real Property for the full term of the lease thereof. Each Real Property Lease is a legal, (1) neither valid and binding agreement, enforceable in accordance with its terms, of the SPECompany or its Subsidiaries and of each other Person that is a party thereto, nor and there is no, and the Company has not received any SPE Subsidiarywritten, nor or has Knowledge of, any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property)other, is in breach or default notice, and has no Knowledge, of any such agreementuncured material default (or any condition or event which, (2) no event has occurred after notice or has been threatened in writing, which with or without the passage lapse of time or the giving of notice, or both, would, individually or together with all such other events, would constitute a default material default) thereunder. Neither the Company nor any of its Subsidiaries has assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in any Real Property Lease. No material penalties are accrued and unpaid under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Real Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityLease. (c) To the knowledge The Company has delivered or provided access to Parent true and complete copies of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effectall Real Property Leases. (d) Except There is no claim, action or proceeding pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries or the Real Property by any Person which would materially affect the future use, occupancy or value of the Real Property or any part thereof. The Company Balance Sheet reflects all of the Real Property and personal property used by the Company and its Subsidiaries in their business or otherwise held by the Company or any of its Subsidiaries, except for matters that would not(i) property acquired or disposed of in the ordinary and usual course of the business of the Company since the Company Balance Sheet Date, individually and (ii) real and personal property not required under GAAP to be reflected thereon or in the aggregatefootnotes. The Company has good title to all material assets and properties listed on the Company Balance Sheet or thereafter acquired, reasonably be expected to have an SPE Material Adverse Effectfree and clear of any Liens, (1) except for Permitted Encumbrances and Permitted Personal Property Liens. All of the material fixed assets and properties including the improvements on the Real Property reflected on the Company Balance Sheet or thereafter acquired are in good condition and repair, ordinary wear and tear expected, and adequate and suitable for the requirements of the business as presently conducted by the Company, and there are no condemnation or appropriation proceedings pending or, to the knowledge of Company's Knowledge, threatened, against the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time Real Property or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityimprovements thereon.

Properties. (a) Except as set forth in Schedule 4.08(a)Section 4.10(a) of the Parent Disclosure Schedule, the SPE Annual Report on Form 10-K for the year ended December 31, 2001 of Parent includes a correct and complete list and location of all material real property owned or an SPE Subsidiary is leased by Parent and its subsidiaries or otherwise used by Parent and its subsidiaries in the insured conduct of their businesses or operations as of the date of this Agreement (collectively, and together with the land at each location and all buildings, structures and other improvements and fixtures located on or under a policy of title insurance such land and all easements, rights and other appurtenances to such land, the "PARENT PROPERTIES"). Except as set forth in the owner of, and, Parent SEC Reports filed prior to the knowledge date of this Agreement, each of the SPE, Parent Properties is owned or leased by Parent and its subsidiaries. Parent and its subsidiaries own or lease each of the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Parent Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any PropertyProperty Restrictions, except for (i) Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (bii) Except Property Restrictions imposed or promulgated by Law or by any Governmental Entity which are customary and typical for matters that similar properties or (iii) Property Restrictions which would not, individually or in the aggregate, interfere materially with the current use of such property. To Parent's knowledge, none of the matters described in clauses (i), (ii) and (iii) above would have or would reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect on Parent. (b) Parent and each of its subsidiaries have good and sufficient title to all the material personal and non-real properties and assets reflected in their books and records as being owned by them (including those reflected in the consolidated balance sheet of Parent and its subsidiaries as of December 31, 2001, except as since sold or otherwise disposed of in the usual, regular and ordinary course of business), free and clear of all Liens, except for Permitted Liens. (c) Each of the tenant leases of Parent or its subsidiaries constitutes the valid and legally binding obligation of Parent or its subsidiaries, enforceable against Parent or its subsidiaries, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles, and except as would not have or would not reasonably be likely to have an SPE a Material Adverse EffectEffect on Parent. To Parent's knowledge, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term there is hereinafter defined) for space within such Property), is in breach no violation or default of (nor does there exist any such agreement, (2) no event has occurred or has been threatened in writingcondition, which with or without upon the passage of time or the giving of notice, notice or both, would, individually would cause such a violation or together with all such other events, constitute a default by Parent) under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Lawtenant lease, except for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Leasenot have, or would permit terminationnot reasonably be likely to have, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.Material Adverse Effect on Parent

Properties. (a) Except as set forth in on Schedule 4.08(a1.09(a), the SPE each applicable American Assets Entity or an SPE Subsidiary one of its Subsidiaries set forth on Schedule 1.09(a) is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPEPrincipal’s Knowledge, the SPE applicable American Assets Entity or an SPE its Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the such American Assets Entity’s Property identified on Schedule 1.09(a) as being owned by the SPE such American Assets Entity or an SPE its Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger mergers and contributions contemplated herebyin the Formation Transaction Documentation, neither none of the SPE American Assets Entities nor any SPE Subsidiary of their respective Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPEno American Assets Entity, nor any SPE Subsidiaryof their respective Subsidiaries, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property, but including any agreement that constitutes a Permitted Lien), is in breach or default of any such agreement, (2) to the Principal’s Knowledge, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE any American Assets Entity or any SPE Subsidiaryof their respective Subsidiaries, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPEPrincipal’s Knowledge, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. (d) The applicable American Assets Entity or its Subsidiary holds the lessor’s interest under the leases, licenses, tenancies, possession agreements and occupancy agreements with tenants of each Property (the “Leases”). Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect, (1) no American Assets Entity, nor any of its Subsidiaries, nor, to the knowledge of the SPEPrincipal’s Knowledge, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPEPrincipal’s Knowledge, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would would, permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE Principal’s Knowledge, each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) Leases is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. To the Principal’s Knowledge, no tenant under any of such Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Properties. (ai) Except as set forth would not have, or would not reasonably be expected to have, individually or in Schedule 4.08(a)the aggregate, the SPE a ProLogis Material Adverse Effect, ProLogis, or an SPE a Subsidiary is the insured under of ProLogis owns fee simple title to or has a policy of title insurance as the owner ofvalid leasehold interest in, and, to the knowledge each of the SPE, real properties reflected as an asset on the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, most recent balance sheet of ProLogis included in the case of certain ProLogis SEC Documents (each a “ProLogis Property” and collectively the “ProLogis Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary”), in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time (A) debt and other matters set forth in Section 3.2(o)(i) of the merger contemplated herebyProLogis Disclosure Letter, neither (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the SPE nor any SPE Subsidiary shall take ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or omit to take any action to cause any Lien to attach to any Propertyinsured, except for Permitted (D) all matters disclosed on existing title policies or surveys, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business, and (F) Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters other encumbrances that would notnot cause a material adverse effect on the value or use of the affected property. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an SPE a ProLogis Material Adverse Effect, none of ProLogis, nor any Subsidiary of ProLogis has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the SPEProLogis, (1) neither the SPE, nor any SPE Subsidiary, nor any other party threatened with respect to any material agreement affecting portion of any of the ProLogis Properties. Except for the owners of the properties in which ProLogis or any Subsidiary of ProLogis has a leasehold interest and except for any ProLogis Property (that is held by a joint venture or fund, no Person other than ProLogis or a Lease Subsidiary of ProLogis has any ownership interest in any of the ProLogis Properties. (ii) Except as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticewould not have, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, would not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would nothave, individually or in the aggregate, a ProLogis Material Adverse Effect, policies of title insurance or updates or endorsements have been issued, insuring ProLogis’s or the applicable Subsidiary of ProLogis’s fee simple title to each of the ProLogis Properties owned by ProLogis and acquired in the past five years, in amounts at least equal to the purchase price paid for ownership of such ProLogis Property or such entity that owned such ProLogis Properties at the time of the issuance of each such policy, and no material claim has been made against any such policy that has not been resolved. (iii) ProLogis or any Subsidiary of ProLogis (A) have not received written notice of any structural defects, or violation of Law, relating to any ProLogis Property which would have, or would reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would nothave, individually or in the aggregate, a ProLogis Material Adverse Effect, and (B) have not received written notice of any physical damage to any ProLogis Property which would have, or would reasonably be expected to have an SPE have, individually or in the aggregate, a ProLogis Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue. (iv) Except for secured loan documents entered into in the ordinary course of business, there are no written agreements which restrict ProLogis or any Subsidiary of ProLogis from transferring any of the ProLogis Properties, and none of the ProLogis Properties is subject to any restriction on the sale or other disposition thereof (other than rights of first offer or rights of first refusal or tenant options as would not have, or would not reasonably be expected to have, individually or in the aggregate, a ProLogis Material Adverse Effect, ) or on the financing or release of financing thereon. (1v) to ProLogis and the knowledge Subsidiaries of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticeProLogis have good and sufficient title to, or bothare permitted to use under valid and existing leases, wouldall personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of ProLogis included in the ProLogis SEC Documents (except as since sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and except as would not have, or would not reasonably be expected to have, individually or together with all such other eventsin the aggregate, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityProLogis Material Adverse Effect.

Properties. (a) Except as set Section 5.15(a) of the Parent Disclosure Letter sets forth in Schedule 4.08(a)a list of the address of each Parent Property and whether such Parent Property is owned, leased or subleased. As of the SPE or an SPE date of this Agreement, neither Parent nor any Parent Subsidiary is the insured under a policy of title insurance as the owner ofcontract to purchase, and, to the knowledge of the SPE, the SPE lease or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Lienssublease any real property. Prior to the effective time of the merger contemplated hereby, neither the SPE Neither Parent nor any SPE Parent Subsidiary shall take owns any mortgage notes receivables or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure commercial mortgage indebtedness encumbering such Propertybacked or similar securities. (b) Either Parent or a Parent Subsidiary owns good and marketable fee simple or leasehold (as applicable) title to each of the Parent Properties, in each case, free and clear of Liens, except for Parent Permitted Liens. Each Parent JV owns good and marketable fee simple or leasehold (as applicable) title to each real property owned or leased (including ground leased) as lessee or sublessee, by such Parent JV as of the date of this Agreement (including all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property) (“Parent JV Properties”), except for Parent Permitted Liens. (i) Except for matters the certificates, permits and licenses that would notare the subject of Section 5.14, which are addressed solely in such section, each certificate, permit and license from any Governmental Authority having jurisdiction over any of the Parent Properties or the Parent JV Properties and any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Parent Properties or the Parent JV Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Parent Properties or the Parent JV Properties is in full force and effect as of the date of this Agreement (and there is no pending written threat of modification or cancellation of any of same), except for such failures to be in full force and effect which, individually or in the aggregate, have not had, and would not reasonably be expected to have an SPE have, a Parent Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3ii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in there exists no uncured violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would notLaws affecting any of the Parent Properties that, individually or in the aggregate, has had, or would reasonably be expected to have an SPE have, a Parent Material Adverse Effect. (d) Except No condemnation, eminent domain or similar proceeding is pending with respect to any owned Parent Property or any Parent JV Property, and neither Parent nor any Parent Subsidiary has received any written notice to the effect that (i) any condemnation or rezoning proceedings are threatened with respect to any of the Parent Properties or Parent JV Properties or (ii) any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in violation) for matters that would notany Parent Property or Parent JV Property, except with respect to each of clauses (i) and (ii) as, individually or in the aggregate, has not had, and would not reasonably be expected to have an SPE have, a Parent Material Adverse Effect. (e) The information set forth in the rent rolls for each of the Parent Properties, as of February 28, 2023, is true and correct in all material respects. There are no ground leases or other leases for the Parent Properties to which Parent or any Parent Subsidiary is the lessee or sublessee (collectively, “Parent Tenant Leases”). (f) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, (1i) neither Parent nor any Parent Subsidiary has given written notice of breach or violation of, or default under, any Parent Landlord Lease, nor, to the knowledge Knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any LeaseParent, is any counterparty in breach or violation of, or default of under, any such Parent Tenant Lease or Parent Landlord Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writingeach case, which with violation or without the passage of time or the giving of noticebreach remains outstanding and uncured, or both, would, individually or together with all such other events, constitute (ii) no tenant under a Parent Landlord Lease is in monetary default under any such Parent Landlord Lease, or would permit terminationwhich default remains outstanding and uncured, modification or acceleration under such Lease(iii) each Parent Tenant Lease and Parent Landlord Lease is valid, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and enforceable in accordance with its terms and is in full force and effecteffect with respect to Parent or a Parent Subsidiary and, subject to applicable the Knowledge of Parent, with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to affecting creditors’ rights generally and by general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at Law), and (iv) neither Parent nor any Parent Subsidiary is responsible for any outstanding Tenant Improvements, Tenant Improvement allowances or leasing commissions required in connection with any Parent Tenant Lease or Parent Landlord Lease. (g) Except as set forth in the Parent Title Insurance Policies, there are no pending Tax abatements or exemptions specifically affecting any of the Parent Properties, and neither Parent nor any Parent Subsidiary has received any written notice of any proposed increase in the assessed valuation of any Parent Property, except in each case for any such Taxes or assessment that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. (h) Except for the Parent Permitted Liens, as set forth in the Parent Landlord Leases, or as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, (i) there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Parent Property or any portion thereof, and (ii) there are no other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Parent Property or any portion thereof that is owned by Parent or any Parent Subsidiary, which, in each case, is in favor of any party other than Parent or any Parent Subsidiary (a “Parent Third Party”). (i) Except pursuant to a Parent Landlord Lease or any Parent Tenant Lease, neither Parent nor any Parent Subsidiary is a party to any agreement pursuant to which Parent or any Parent Subsidiary manages or manages the development of any real property for any Parent Third Party. (j) For each Parent Property, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, policies of (i) title insurance have been issued insuring, as of the effective date of each such insurance policy, the fee simple title interest (together with appurtenant easements) held by Parent or the applicable Parent Subsidiary with respect to the Parent Properties that are not subject to the Parent Tenant Leases, and (ii) leasehold insurance have been issued insuring, as of the effective date of each such insurance policy, the leasehold interest that Parent or the applicable Parent Subsidiary holds with respect to each Parent Property that is subject to a Parent Tenant Lease (each, a “Parent Title Insurance Policy” and, collectively, the “Parent Title Insurance Policies”). No written claim has been made against any Parent Title Insurance Policy, which, individually or in the aggregate, would be material to any Parent Property. (k) To the Knowledge of Parent, no Parent Property is (i) under development as of the date hereof (other than normal repair and maintenance), or (ii) subject to a binding agreement for development or commencement of construction by Parent or a Parent Subsidiary, in each case other than those pertaining to customary capital repairs, replacements and other similar correction of deferred maintenance items in the ordinary course of business or as required pursuant to the Parent Landlord Leases or the Parent Tenant Leases. (l) To the Knowledge of Parent, neither Parent nor any Parent Subsidiary nor any counterparty is in breach or violation of, or default under, any leasing brokerage or third party management services agreement or arrangement to Parent or any Parent Subsidiary, which breach or violation, individually or in the aggregate, has had, or would reasonably be expected to have, a Parent Material Adverse Effect. (m) Parent and the Parent Subsidiaries and the Parent JVs have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all tangible personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy), except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. None of Parent’s or any Parent Subsidiary’s or any Parent JV’s ownership of or leasehold interest in any such personal property is subject to any Liens, except for the Parent Permitted Liens and Liens that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. (i) There are no structural defects, or violations of Law, relating to any Parent Property or Parent JV Property that, individually or in the aggregate, have had, or would reasonably be expected to have, a Parent Material Adverse Effect, and (ii) no physical damage has occurred at any Parent Property or Parent JV Property that, individually or in the aggregate, has had, or would reasonably be expected to have, a Parent Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue, subject to reasonable deductibles and retention limits.

Properties. 14.1 The properties referred to in Schedule 4 comprise all real properties owned or occupied (whether or not under licence or any other arrangements or otherwise) by or leased to the PRC Affiliate or in respect of which the PRC Affiliate has any interest whatsoever. 14.2 To the Knowledge of the Vendor, with respect to each of the Owned Properties: (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is ownership of the insured under a policy of title insurance as the owner of, and, Owned Properties belongs to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) PRC Affiliate which has good title to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property.property; (b) Except the PRC Affiliate has gained or applied for matters that would notall relevant approvals and certificates with respect to the Owned Properties it owns, individually or including but not limited to, the Inspection and Acceptance Filling Form for the Completion of the project construction to be respectively approved and signed by official departments of building, survey, design, construction and supervision, the property title certificates for the buildings over the Land, the legal document proving the property title owned by it, and the property title certificate. (c) all the sale/transfer procedures as regards the Owned Properties have been completed and (where applicable) the sale/transfer has been validly registered in the aggregaterelevant department; (d) The delay in construction of the Owned Properties has been approved by Governmental Authority and the penalty fee has been fully paid up (if there is any); (e) all land premiums and/or purchase price payable in respect of the Owned Properties have been paid in full and no further land premiums or purchase price is or shall be payable; (f) the Owned Properties are not currently subject to any sale or transfer or mortgage procedures and they are not leased or transferred or given to others as a gift, reasonably be expected and the PRC Affiliate has not entered into any agreement to do any of the foregoing; the Owned Properties are not involved in any litigation or subject to any court order for attachment, possession, etc.; (g) the Owned Properties are not used by the PRC Affiliate for any unlawful purposes and has not violated any relevant land or construction regulations; (h) the Owned Properties are free from any other mortgage, charge, lien, lease, encumbrance or any other third party rights and the relevant company has not entered into any other agreement to do any of the foregoing; (i) the PRC Affiliate has not received from any Governmental Authority or any competent authority any notice or order which may adversely affect its right to use the Owned Properties for the purpose for which it is presently being used; (j) all requisite consents necessary for the use of the Owned Properties as it is presently being used by the PRC Affiliate have an SPE Material Adverse Effectbeen duly obtained and are in full force, validity and effect; (k) all the land user’s covenants contained in the Land Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the knowledge Owned Properties have been duly performed and observed to the extent that such obligations have fallen due; (l) there has been no change in the terms and conditions of the SPELand Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the Owned Properties, which are all valid and in full force and effect in favour of the PRC Affiliate; (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2m) no default (or event which with notice or lapse of time or both will constitute a default) by the PRC Affiliate has occurred or has been threatened is continuing under the Land Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the Owned Properties and it is not in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration breach of any material obligation laws, rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any party thereto court or the creation of a Lien upon any asset Governmental Authority in respect of the SPE or any SPE Subsidiaryuse, except for Permitted Liens, occupation and enjoyment of the Owned Properties; and (3n) all agreements affecting any Property required requisite licences, certificates and authorities necessary for the continued use, occupancy, management, leasing existing use of the Owned Properties by the PRC Affiliate have been duly obtained and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect. 14.3 To the Knowledge of the Vendor, with respect to each of the Leased Properties by the PRC Affiliate:- (a) the PRC Affiliate has the legal right to occupy the property upon the terms set out in the relevant tenancy or lease agreement (each a “Tenancy Agreement”) and the property is being used for lawful purposes, which are permitted by the relevant Tenancy Agreement and the occupation has not violated any relevant regulations applicable to the property; (b) all the rent and other payments payable by the PRC Affiliate have been paid up to date, and the user of the property occupied by the PRC Affiliate is in accordance with that provided for in the relevant Tenancy Agreement, all applicable legislation, statutory requirements, governmental or other orders, rules, directives or instruments affecting or appertaining to the use, occupation or enjoyment of the property and the terms of the relevant Tenancy Agreement have been duly complied with and the tenancy/lease is not subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating early termination due to creditors’ rights and general principles default of equity.the PRC Affiliate; (c) To the knowledge PRC Affiliate has in all respects duly performed, observed and complied with any covenants, restrictions, conditions or agreements of the SPErelevant Tenancy Agreement, as presently conductedand there is no subsisting breach of any covenants, none restrictions, conditions, or agreements of the operation relevant Tenancy Agreement and (without prejudice to the generality of the buildings, fixtures and other improvements comprising a part foregoing) no notice of any alleged breach of any of the Properties is in violation terms of any applicable building code, zoning ordinance the relevant Tenancy Agreement has been served on or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect.received by it; (d) Except for matters that would not, individually there is no claim or in dispute between the aggregate, reasonably be expected PRC Affiliate and its landlord and the landlord is duly entitled to have an SPE Material Adverse Effect, lease the land and/or buildings to it; (1e) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or relevant Tenancy Agreement has been threatened in writing, which with or without duly executed by the passage of time or the giving of notice, or both, would, individually or together parties thereto with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Leasethe requisite legal formalities duly attended to, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary relevant Tenancy Agreement is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectivelygood, the “Leases”) is valid and binding subsisting and in full force and effect; (f) no circumstance which might affect or prejudice the relevant Tenancy Agreement or otherwise affect the PRC Affiliate’s occupation of the property has arisen or is likely to arise; (g) the PRC Affiliate has not received from any Governmental Authority, subject and no Governmental Authority has issued, any, notice or order which may adversely affect such tenancy/lease and/or continued enjoyment of the property in accordance with the terms of the relevant Tenancy Agreement; (h) (where applicable) the requisite mortgagee’s consent has been duly obtained for the entering into of the relevant Tenancy Agreement and such consent is in full force, validity and effect; (i) all options to applicable bankruptcyrenew/early termination contained in the relevant Tenancy Agreement are legally enforceable by the PRC Affiliate against the landlord; (j) the relevant Tenancy Agreement contains usual provisions for tenancy agreement/lease of the relevant nature in the city where the relevant property is located and there are no unusual or onerous covenants or obligations on the part of the PRC Affiliate as tenant thereunder; (k) since commencement of the tenancy/lease term, insolvencythe PRC Affiliate has enjoyed uninterrupted use of the property and the terms of the relevant Tenancy Agreement are fully enforceable by the PRC Affiliate against the landlord; (l) all the terms of the tenancy/lease are set out in the relevant Tenancy Agreement and the terms thereof have not been varied, moratorium modified, amended or supplemented verbally or by means of supplemental agreement(s) or correspondence between the landlord and the PRC Affiliate or otherwise; (m) there is no event which may give rise to a right on the part of the landlord to re-enter the property other similar Laws relating than in case of emergency; and (n) all requisite licences, certificates and authorities necessary for the existing use of the property by the PRC Affiliate have been duly obtained and are valid and in full force. 14.4 Each of the Tenancy Agreements is valid and subsisting and in no way void or voidable and will not be liable to creditors’ be terminated as a result of the execution of this Agreement (including all associated transactions) and the terms, covenants and conditions contained in the relevant Tenancy Agreement will be duly performed and observed. 14.5 In relation to each Tenancy Agreement:- (a) no rights and general principles for a landlord to terminate the relevant Tenancy Agreement have arisen or become exercisable or, with lapse of equitytime, will become exercisable; (b) no circumstances have arisen or, with lapse of time, will arise under or as a result of which any rights of the PRC Affiliate under the Tenancy Agreement (including any right to renew or extend the term of the Tenancy Agreement) has been or will be affected, prejudiced or terminated; (c) no circumstances which would entitle a landlord to exercise any power of entry upon or to take possession of the relevant property or which would otherwise restrict or terminate the continued possession or occupation thereof have arisen or, with lapse time, will arise; (d) no circumstances are likely to arise or, with lapse of time, may arise which may render any of the above untrue or inaccurate; and (e) there are no unusual or onerous covenants or obligations on the part of the PRC Affiliate to be observed or performed. 14.6 There are no circumstances which would enable any person or entity to exercise any right of re-entry or taking possession of any of the properties under the Tenancy Agreements or any part thereof or (if applicable) which would otherwise restrict or terminate the continued possession or occupation of such properties or any part thereof. 14.7 Main Union does not own or lease any properties.

Properties. (a) Except as set forth in Schedule 4.08(a)As of the date hereof, the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate Borrower and its Subsidiaries have valid leasehold interests in (or, in the case of certain Propertiesleasehold interests in real or personal property) and good and legal title to (in the case of fee interests in real property and all other personal property) all of the material assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as of January 31, 2010, or acquired since that date (except property or assets sold or otherwise disposed of in the leasehold estate or the tenancy-in-common estate) ordinary course of business), subject to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all no Liens except for Permitted Liens. Prior to the effective time of the merger contemplated Encumbrances and other Liens permitted hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except Each Loan Party and each of its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property reasonably necessary for matters that would notthe operation of their respective businesses, and the use thereof by such Loan Party or Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than result in a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (c) Schedule 5.05(c) hereto sets forth all real property owned or leased by any Loan Party or any of its Subsidiaries. (d) Except for matters that would notSchedule 5.05(d) hereto sets forth, individually as of March 31, 2010, a reasonably detailed description of all Inventory held by the Borrower and its Subsidiaries on consignment from trade vendors securing obligations to return or in pay the aggregatepurchase price of such Inventory, reasonably be expected and all Inventory otherwise subject to have an SPE Material Adverse Effect, (1) any Lien securing Indebtedness not created under the Loan Documents or pursuant to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach Existing Revolving Credit Facility. (e) The Guam Subsidiary has no assets or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityoperations.

Properties. (a) Except as set forth in Schedule 4.08(a)Each of Holdings, the SPE Borrower and the Subsidiaries has good title to, or an SPE Subsidiary is valid leasehold interests in, all its real and personal property material to its business (including the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Mortgaged Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property), except for Permitted Encumbrances, Liens permitted under Section 6.02 and Liens, if any, given minor defects in title that do not interfere with its ability to secure mortgage indebtedness encumbering conduct its business as currently conducted or as proposed to be conducted or to utilize such Property. (b) Except properties for matters that would not, individually or in their intended purposes except to the aggregate, extent such interference could not reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than result in a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (db) Except Each of Holdings, the Borrower and the Subsidiaries owns, or licenses pursuant to a valid and enforceable written agreement, all Intellectual Property and Software necessary for matters that would notand material to the operation and conduct of their businesses as currently conducted. To the knowledge of Holdings and the Borrower, individually the operation and conduct of the businesses of Holdings, the Borrower and the Subsidiaries (including the use or in the aggregatepractice of any Intellectual Property and Software therein) does not infringe, misappropriate or dilute any Intellectual Property owned by any other Person except as could not reasonably be expected to have an SPE result in a Material Adverse Effect. As of the Effective Date, no other Person has contested in writing any right, title or interest of Holdings, the Borrower or any Subsidiary in or relating to any material Intellectual Property or Software or challenged in writing the ownership, use, validity or enforceability of any material Intellectual Property owned by Holdings, the Borrower or any Subsidiary (including the use, validity or enforceability of any licenses to any Intellectual Property held by Holdings, the Borrower or any Subsidiary) except as could not reasonably be expected to result in a Material Adverse Effect. As of the Effective Date, there are no pending (or, to the knowledge of Holdings and the Borrower, threatened) actions, investigations, suits, proceedings or orders with respect to any such infringement, misappropriation or dilution or any other violation, impairment, contest or challenge in writing relating to material Intellectual Property except as could not reasonably be expected to result in a Material Adverse Effect. As of the date hereof, no judgment or order regarding any such infringement, misappropriation, dilution, violation, impairment, contest or challenge has been rendered by any competent Governmental Authority, no settlement agreement or similar contract has been entered into by Holdings, the Borrower or any Subsidiary with respect to any such infringement, misappropriation, dilution, violation, impairment, contest or challenge wherein such settlement agreement or similar contract could result in a Material Adverse Effect, (1) and none of Holdings, the Borrower or any Subsidiary has any reason to know of any valid basis for any claim for or based on any such infringement, misappropriation, dilution, violation, impairment, contest or challenge except as could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of Holdings and the SPEBorrower, neither no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of Holdings, the SPE, nor its SPE Subsidiary, nor Borrower or any other party Subsidiary except as could not reasonably be expected to result in a Material Adverse Effect. (c) Schedule 3.05(c) sets forth the address of each real property that is owned or leased by the Borrower or any Lease, is in breach or default Subsidiary as of any such Lease, (2) the Effective Date after giving effect to the knowledge Transactions. (d) As of the SPEEffective Date, no event none of Holdings, the Borrower or any Subsidiary has occurred received notice of, or has been threatened in writingknowledge of, which with any pending or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under contemplated condemnation proceeding affecting any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE Mortgaged Property or any SPE Subsidiary is sale or disposition thereof in lieu of condemnation that could reasonably be likely to result in a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityMaterial Adverse Effect.

Properties. (a) Except as set forth Each Company has good title to, valid leasehold interests in Schedule 4.08(a)or other rights to use, the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner ofall its property material to its business, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated herebyand irregularities, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, deficiencies and defects in title except for Permitted Liens and Liensminor irregularities, if anydeficiencies and defects in title that do not, given and could not reasonably be expected to, interfere with its ability to secure mortgage indebtedness encumbering conduct its business as currently conducted or to utilize such Propertyproperty for its intended purpose. The property of the Companies, taken as a whole, (i) is in normal operating order, condition and repair (ordinary wear and tear, loss from casualty and condemnation excepted), and (ii) constitutes all the property which is required for the business and operations of the Companies as presently conducted. (b) Except for matters that would notSchedule 3.05(b), individually as the same may be updated between the date hereof and the Closing Date, contains a true and complete list of each ownership and leasehold interest in Real Property (i) owned by any Company as of the Closing Date and describes the type of interest therein held by such Company and (ii) leased, subleased or in otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, as of the aggregateClosing Date and describes the type of interest therein held by such Company. No such lease, reasonably be expected to have an SPE Material Adverse Effect, sublease or other instrument requires the consent of the landlord thereunder or other parties thereto to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityTransactions. (c) To No Company has received any notice of, nor has any knowledge of, the knowledge occurrence or pendency or contemplation of any Casualty Event required to be disclosed to Lender pursuant to Section 5.02(d) and not so disclosed, affecting all or any portion of its property. No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the SPE, as presently conducted, none National Flood Insurance Act of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is 1968 unless flood insurance available under such Act has been obtained in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effectaccordance with Section 5.04. (d) Except Each Company owns or has rights to use all of its property and all rights with respect to any of the foregoing necessary for matters each Company’s business as currently conducted. The use by each Company of its property and all such rights with respect to the foregoing do not infringe on the rights of any person, other than any infringement that would not, individually or in the aggregate, could not reasonably be expected to have an SPE result in a Material Adverse Effect, (1) . No claim has been made and remains outstanding that any Company’s use of any of its property does or may violate the rights of any third party that could reasonably be expected to the knowledge result in a Material Adverse Effect. As of the SPEClosing Date, neither the SPEno Company has received any notice, nor its SPE Subsidiaryhas any knowledge, that, the Real Property is not zoned to permit the uses for which such Real Property is currently being used. As of the Closing Date, no Company has received any notice, nor has any other party to knowledge, that the present uses of the Real Property and the current operations of each Company’s business violate in any Lease, is in breach or default material respect any provision of any such Leaseapplicable building codes, (2) to the knowledge of the SPEsubdivision regulations, no event has occurred fire regulations, health regulations or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, building and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityzoning by-laws.

Properties. (a) Schedule 1.09(a) sets forth each Property owned by each Provident Entity or its Subsidiaries. Except as set forth in on Schedule 4.08(a1.09(a), the SPE each applicable Provident Entity or an SPE Subsidiary one of its Subsidiaries set forth on Schedule 1.09(a) is the insured under a policy of title insurance as the owner of, and, to and the knowledge of the SPE, the SPE applicable Provident Entity or an SPE its Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the such Provident Entity’s Property identified on Schedule 1.09(a) as being owned by the SPE such Provident Entity or an SPE its Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger mergers and contributions contemplated herebyin the Formation Transaction Documentation, neither none of the SPE Provident Entities nor any SPE Subsidiary of their respective Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) There are no agreements between a Provident Entity and a third party that contain surviving provisions imposing obligations of confidentiality, indemnification, noncompetition or nonsolicitation on the Provident Entities or require payments by the Provident Entity in excess of $5,000 annually, other than those agreements copies of which have been delivered to the Consolidated Entities, and each of which is identified on Schedule 1.09(b). There are no other understandings, oral or written, between the applicable Provident Entity and any of the other parties to the agreements except as provided therein. Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect, to the knowledge of the SPE, (1i) neither the SPEno Provident Entity, nor any SPE Subsidiaryof their respective Subsidiaries, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property, but including any agreement that constitutes a Permitted Lien), is in breach or default of any such agreement, (2ii) no event has occurred or or, to Provident’s Knowledge, has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE any Provident Entity or any SPE Subsidiaryof their respective Subsidiaries, except for Permitted Liens, and (3iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPEProvident’s Knowledge, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. (d) The applicable Provident Entity or its Subsidiary holds the lessor’s interest under the leases with tenants of each Property (the “Leases”). There are no Leases at the Properties other than those forms of which have been delivered to the Consolidated Entities. To Provident’s Knowledge, the rent rolls attached as Schedule 1.09(d) accurately describe all existing Leases and there are no other understandings, oral or written between the applicable Provident Entity and any of the tenants with respect to the Properties other than the Leases. Except for matters that would not, individually or as set forth in the aggregate, reasonably be expected to have an SPE Material Adverse EffectSchedule 1.09(d), (1i) to the knowledge of the SPE, neither the SPEno Provident Entity, nor any of its SPE SubsidiarySubsidiaries, nor nor, to Provident’s Knowledge, any other party to any Lease, is in breach or default of any such Lease, (2ii) to the knowledge of the SPE, no event has occurred or or, to Provident’s Knowledge, has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would would, permit termination, modification or acceleration under such Lease, and (3iii) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) Leases is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.14(b) of the Company Disclosure Letter contains a true and complete list of all material real property leased or subleased (whether as set forth in Schedule 4.08(a)tenant or subtenant) by the Company or any Subsidiary (including the improvements thereon, the SPE “Leased Real Property”). The Leased Real Property constitutes all of the real property utilized in connection with the Company Business or an SPE Subsidiary the business of any of the Subsidiaries. (c) The Company or one of its Subsidiaries has valid leasehold estates in all Leased Real Property, each free and clear of all Encumbrances, except Permitted Encumbrances. The Company or one of its Subsidiaries has exclusive possession of each Leased Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business, true, correct and complete copies of which have been provided to Parent. (d) Each Lease is in full force and effect and is valid and enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the insured remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. There is no material default under a policy any Lease either by the Company or any of title insurance as the owner of, andits Subsidiaries or, to the knowledge Knowledge of the SPECompany, by any other party thereto, and no event has occurred that, with the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case lapse of certain Properties, the leasehold estate time or the tenancy-in-common estate) to the Property owned giving of notice or both, would constitute a material default by the SPE Company or an SPE Subsidiaryany of its Subsidiaries thereunder. Neither the Company nor any of its Subsidiaries has assigned (collaterally or otherwise) or granted any other security interest in any of the Leases or any interest therein. (e) To the Knowledge of the Company, there are no pending or threatened condemnation or eminent domain proceedings that affect any Leased Real Property. The Company has not received any written notice of the intention of any Governmental Entity or other Person to take any Leased Real Property. (f) The Company and each Subsidiary has good title to, or a valid and binding leasehold interest in, all of the material personal property owned or used by it, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (Encumbrances other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityEncumbrances. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) SOR II has made available to SOR a list of each parcel of real property currently owned or ground leased by SOR II or any SOR II Subsidiary, together with the applicable SOR II Subsidiary owning or leasing such property. Except as set forth in Schedule 4.08(a), Section 4.10 of the SPE SOR II Disclosure Letter or an SPE Subsidiary is the insured under a policy of as disclosed in title insurance as policies and reports (and the owner of, and, documents or surveys referenced in such policies and reports): (A) SOR II or a SOR II Subsidiary owns fee simple title to the knowledge each of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain SOR II Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens Liens, except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, ; (B) except for Permitted Liens as has not had and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a SOR II Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, SOR II nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default SOR II Subsidiary has received written notice of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, Law affecting any portion of any of the SOR II Properties issued by any Governmental Authority; and (C) except for such violations that as would not, individually or in the aggregate, reasonably be expected to have an SPE a SOR II Material Adverse Effect, neither SOR II nor any SOR II Subsidiary has received notice to the effect that there are (1) condemnation or rezoning proceedings that are pending or threatened with respect to any of the SOR II Properties or (2) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the SOR II Properties or by the continued maintenance, operation or use of the parking areas. (db) Except for matters that SOR II has not received written notice of, nor does SOR II have any Knowledge of, any material latent defects or adverse physical conditions affecting any of the SOR II Properties or the improvements thereon, except as would not, individually or in the aggregate, reasonably be expected to have an SPE a SOR II Material Adverse Effect. (c) SOR II and the SOR II Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them. Neither SOR II’s nor the SOR II Subsidiaries’ ownership of any such personal property is subject to any Liens, other than Permitted Liens. (d) A policy of title insurance has been issued for each SOR II Property insuring, as of the effective date of such insurance policy, (1i)(A) fee simple title interest held by SOR II or the applicable SOR II Subsidiary with respect to SOR II Properties that are not subject to ground leases and (B) a valid leasehold estate held by SOR II or the applicable SOR II Subsidiary that are subject to ground leases and (ii) to the knowledge Knowledge of the SPESOR II, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and insurance policies are in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles no material claim has been made against any such policy that remains outstanding as of equitythe date of hereof.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, would not reasonably be expected to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries have good and defensible title to all of the Parent Oil and Gas Interests reflected in the Parent Reserve Reports or disclosed in the Parent SEC Documents and attributable to interests owned by Parent and its Subsidiaries, except for such Parent Oil and Gas Interests sold, used or otherwise disposed of since December 31, 2018 in the ordinary course of business, free and clear of all Liens other than Parent Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. Except as would not reasonably be expected to have an SPE have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each Parent Oil and Gas Lease to which Parent or any of its Subsidiaries is a party is valid and in full force and effect, subject to the knowledge limitation of such enforcement by the SPERemedies Exceptions, (1ii) neither none of Parent or any of its Subsidiaries (and, to Parent’s knowledge, no third party operator) has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the SPEprovisions of such Parent Oil and Gas Lease, nor and (iii) none of Parent or any SPE Subsidiary, nor any of its Subsidiaries has received written notice from the other party to any material agreement affecting such Parent Oil and Gas Lease that Parent or any Property (other than a Lease (of its Subsidiaries, as such term is hereinafter defined) for space within such Property)the case may be, is in breach has breached, violated or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default defaulted under any such agreement, or would, individually or together with all such other events, Parent Oil and Gas Lease. (b) Except as would not reasonably be expected to cause have, individually or in the acceleration aggregate, a Parent Material Adverse Effect, (i) either Parent or a Subsidiary of any material obligation Parent has good and valid title to each real property (and each real property at which operations of any party thereto or the creation of a Lien upon any asset of the SPE Parent or any SPE Subsidiaryof its Subsidiaries are conducted) owned by Parent or any Subsidiary (but excluding the Parent Oil and Gas Interests) (such owned property collectively, except for the “Parent Owned Real Property”) and (ii) either Parent or a Subsidiary of Parent has a good and valid leasehold interest in each lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (or real property at which operations of Parent or any of its Subsidiaries are conducted) (but excluding the Parent Oil and Gas Interests) (such property subject to a lease, sublease or other agreement, the “Parent Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Parent Real Property Leases”), in each case, free and clear of all Liens other than any Parent Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of real property subject thereto by the owner (3or lessee to the extent a leased property) all agreements affecting any Property required for thereof in the continued use, occupancy, management, leasing and operation of such its business. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (A) each Parent Real Property (exclusive of space Leases) are valid and Lease is valid, binding and in full force and effect, subject to applicable bankruptcythe limitation of such enforcement by the Remedies Exceptions, insolvencyand (B) no uncured default on the part of Parent or, moratorium if applicable, its Subsidiaries or, to the knowledge of Parent, the landlord thereunder, exists under any Parent Real Property Lease, and no event has occurred or other similar Laws relating to creditors’ rights and general principles circumstance exists which, with the giving of equitynotice, the passage of time, or both, would constitute a breach or default under a Parent Real Property Lease. (c) To the knowledge of the SPE, Except as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would notnot reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Parent Owned Real Property or the Parent Leased Real Property that would reasonably be expected to have an SPE Material Adverse Effectadversely affect the existing use of such Parent Owned Real Property or the Parent Leased Real Property by Parent or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among Parent and its Subsidiaries or among Parent’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of Parent Owned Real Property by Parent in the operation of its business thereon, and (iii) neither Parent nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Parent Owned Real Property or Parent Leased Real Property that would reasonably be expected to adversely affect the existing use of such Parent Owned Real Property or Parent Leased Real Property by Parent or its Subsidiaries in the operation of its business thereon. (d) Except for matters that as would notnot reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there is no pending or, to the knowledge of Parent, threatened, appropriation, condemnation or like Action or Order affecting the Parent Owned Real Property or any part thereof or of any sale or other disposition of the Parent Owned Real Property or any part thereof in lieu of condemnation or other matters affecting and impairing the current use, occupancy or value thereof. (e) Except as would not reasonably be expected to have an SPE have, individually or in the aggregate, a Parent Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Parent Oil and Gas Interests are being received by Parent in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled Parent ▇▇▇▇▇ or awaiting on transfer orders for recently acquired Parent Oil and Gas Interests as of the date of this Agreement. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (1i) all rentals, shut-ins and similar payments owed to the knowledge any person or individual under (or otherwise with respect to) any Parent Oil and Gas Leases have been properly and timely paid and (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Parent Oil and Gas Interests have been timely and properly paid (other than any such Production Burdens which are being held in suspense by Parent or its Subsidiaries in accordance with applicable Law). (f) All of the SPEParent ▇▇▇▇▇ and all water, neither CO2 or injection ▇▇▇▇▇ located on the SPEParent Oil and Gas Leases or Parent Units or otherwise associated with a Parent Oil and Gas Interest have been drilled, nor its SPE Subsidiarycompleted and operated within the limits permitted by the applicable Parent Oil and Gas Contracts, nor any Parent Oil and Gas Leases and applicable Law (other party than Environmental Law and those relating to any LeaseTaxes), is in breach or default of any such Lease, and all drilling and completion (2and plugging and abandonment) to the knowledge of the SPEParent ▇▇▇▇▇ and such other ▇▇▇▇▇ and all related development, no event has occurred or has production and other operations have been threatened conducted in writingcompliance with all applicable Laws except, which with or without the passage of time or the giving of noticein each case, or both, wouldas would not reasonably be expected to have, individually or together in the aggregate, a Parent Material Adverse Effect. (g) All Parent Oil and Gas Interests operated by Parent and its Subsidiaries have been operated in accordance with all such reasonable, prudent oil and gas field practices and in compliance with the applicable Parent Oil and Gas Leases and applicable Law (other eventsthan Environmental Law and those relating to Taxes), constitute except where the failure to so operate would not reasonably be expected to have, individually or in the aggregate, a default under any Lease, or would permit termination, modification or acceleration under such Lease, and Parent Material Adverse Effect. (3h) to the knowledge None of the SPE each Parent Oil and Gas Interests are subject to any preferential purchase, consent or similar right that would become operative as a result of the leases transactions contemplated by this Agreement, except for any such preferential purchase, consent or similar rights that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (i) None of the Parent Oil and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, Gas Interests are subject to applicable bankruptcy, insolvency, moratorium any Tax partnership agreement or other similar Laws relating provisions requiring a partnership income Tax Return to creditors’ rights and general principles be filed under Subchapter K of equityChapter 1 of Subtitle A of the Code.

Properties. (ai) Except as set forth would not have, or would not reasonably be expected to have, individually or in Schedule 4.08(a)the aggregate, a Parent Material Adverse Effect, Parent or a Subsidiary of Parent owns fee simple title to or has a valid leasehold interest in, each of the real properties reflected as an asset on the most recent balance sheet of Parent included in the Parent SEC Documents (each, a “Parent Property” and collectively, the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain “Parent Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary”), in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time (A) debt and other matters set forth in Section 3.2(m)(i) of the merger contemplated herebyParent Disclosure Letter or the Parent SEC Documents, neither (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the SPE nor any SPE Subsidiary shall take ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or omit to take any action to cause any Lien to attach to any Propertyinsured, except for Permitted Liens and Liens(D) all matters disclosed on existing title policies or surveys, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would notnone of which, individually or in the aggregate, would have a material adverse effect on the use and operation of such Parent Property, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business and (F) Liens and other encumbrances that would not cause a material adverse effect on the value or use of the affected property. Except as would not have, or would not reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would nothave, individually or in the aggregate, a Parent Material Adverse Effect, none of Parent nor any Subsidiary of Parent has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of Parent, threatened, with respect to any material portion of any of the Parent Properties. Except for the owners of the properties in which Parent or any Subsidiary of Parent has a leasehold interest and except for any Parent Property that is held by a fund, no Person other than Parent or a Subsidiary of Parent has any ownership interest in any of the Parent Properties (other than immaterial easements, licenses or similar rights). (ii) Parent and the Subsidiaries of Parent have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of Parent included in the Parent SEC Documents (except as has since been sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and except as would not have, or would not reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would nothave, individually or in the aggregate, reasonably be expected to have an SPE a Parent Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge As of the SPEdate of this Agreement, Schedule 3.05(a) sets forth the SPE address of each Material Real Estate Asset (or an SPE Subsidiary each set of such assets that collectively comprise one operating property) that is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate owned or the tenancy-in-common estate) to the Property owned leased by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such PropertyLoan Party. (b) Except Each of the Loan Parties and each of their Subsidiaries has good and valid fee simple title to or rights to purchase, or valid leasehold interests in, or easements or other limited property interests in, all its Real Estate Assets (including any Mortgaged Properties) and has good and marketable title to its personal property and assets, in each case, except (i) for matters defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes or (ii) where the failure to have such title would not reasonably be expected to have a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens. (c) Each of the Loan Parties and each of their Subsidiaries own or otherwise have a license or right to use all rights in patents, trademarks, service marks, trade names, domain names, copyrights and other rights in works of authorship (including all copyrights embodied in software) and all other similar intellectual property rights (“IP Rights”) used in the conduct of the businesses of the Loan Parties and their Subsidiaries as presently conducted without any infringement or misappropriation of the IP Rights of third parties, except to the extent such failure to own or license or have rights to use would not, or where such infringement or misappropriation would not, have, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. No third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the IP Rights of any Loan Party or any of their Subsidiaries, except to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as extent such term is hereinafter defined) for space within such Property), is in breach infringement or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that misappropriation would notnot have, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. (d) Except for matters that . No claim or litigation regarding any of the IP Rights is pending or, to the knowledge of any Loan Party, threatened in writing, except to the extent such claim or litigation would notnot have, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. A correct and complete list of all IP Rights registered with the United States Patent and Trademark Office or the United States Copyright Office or any relevant office or agency in any applicable foreign jurisdiction, (1) to as applicable, and domain names registered with third-party domain name registrars, owned by the knowledge Loan Parties and their Subsidiaries as of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, Closing Date is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityset forth on Schedule 3.05(c).

Properties. (ai) Except as set forth would not have, or would not reasonably be expected to have, individually or in Schedule 4.08(a)the aggregate, the SPE an AMB Material Adverse Effect, AMB or an SPE a Subsidiary is the insured under of AMB owns fee simple title to or has a policy of title insurance as the owner ofvalid leasehold interest in, and, to the knowledge each of the SPE, real properties reflected as an asset on the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, most recent balance sheet of AMB included in the case of certain AMB SEC Documents (each an “AMB Property” and collectively the “AMB Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary”), in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time (A) debt and other matters set forth in Section 3.1(o)(i) of the merger contemplated herebyAMB Disclosure Letter, neither (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the SPE nor any SPE Subsidiary shall take ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or omit to take any action to cause any Lien to attach to any Propertyinsured, except for Permitted (D) all matters disclosed on existing title policies or surveys, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business, and (F) Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters other encumbrances that would notnot cause a material adverse effect on the value or use of the affected property. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an SPE AMB Material Adverse Effect, none of AMB nor any Subsidiary of AMB has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the SPEAMB, (1) neither the SPE, nor any SPE Subsidiary, nor any other party threatened with respect to any material agreement affecting portion of any of the AMB Properties. Except for the owners of the properties in which AMB or any Subsidiary of AMB has a leasehold interest and except for any AMB Property (that is held by a joint venture or fund, no Person other than AMB or a Lease Subsidiary of AMB has any ownership interest in any of the AMB Properties. (ii) Except as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticewould not have, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, would not reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would nothave, individually or in the aggregate, an AMB Material Adverse Effect, policies of title insurance or updates or endorsements have been issued, insuring AMB’s or the applic- able Subsidiary of AMB’s fee simple title to each of the AMB Properties owned by AMB and acquired in the past five years, in amounts at least equal to the purchase price paid for ownership of such AMB Property or such entity that owned such AMB Properties at the time of the issuance of each such policy, and no material claim has been made against any such policy that has not been resolved. (iii) AMB and any Subsidiary of AMB (A) have not received written notice of any structural defects, or violation of Law, relating to any AMB Property which would have, or would reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would nothave, individually or in the aggregate, an AMB Material Adverse Effect and (B) have not received written notice of any physical damage to any AMB Property which would have, or would reasonably be expected to have have, individually or in the aggregate, an SPE AMB Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue. (iv) Except for secured loan documents entered into in the ordinary course of business, there are no written agreements which restrict AMB or any Subsidiary of AMB from transferring any of the AMB Properties, and none of the AMB Properties is subject to any restriction on the sale or other disposition thereof (other than rights of first offer or rights of first refusal or tenant options as would not have, or would not reasonably be expected to have, individually or in the aggregate, an AMB Material Adverse Effect, ) or on the financing or release of financing thereon. (1v) to AMB and the knowledge Subsidiaries of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticeAMB have good and sufficient title to, or bothare permitted to use under valid and existing leases, wouldall personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of AMB included in the AMB SEC Documents (except as since sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and except as would not have, or would not reasonably be expected to have, individually or together with all such other eventsin the aggregate, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityan AMB Material Adverse Effect.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE RIF V Fund or an SPE its RIF V Fund Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPERIF V Fund, the SPE RIF V Fund or an SPE its RIF V Fund Subsidiary is the owner of, the good, marketable and insurable fee simple estate title (or, in the case of certain Properties, the leasehold estate or the a tenancy-in-common estate) to the Property owned by the SPE RIF V Fund or an SPE its RIF V Fund Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated herebyEffective Time, neither the SPE RIF V Fund nor any SPE Subsidiary of its RIF V Fund Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Fund Material Adverse Effect, (1) neither the RIF V Fund nor any of its RIF V Fund Subsidiaries nor, to the knowledge of the SPERIF V Fund, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) to the knowledge of the RIF V Fund, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE RIF V Fund or any SPE its RIF V Fund Subsidiary, except for Permitted Liens, or otherwise reasonably be expected to have a Fund Material Adverse Effect and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Fund Material Adverse EffectEffect or that are otherwise disclosed on Schedule 4.08(c), (1) neither the RIF V Fund, nor its RIF V Fund Subsidiaries, nor, to the knowledge of the SPERIF V Fund, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPERIF V Fund, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, Lease or would permit termination, modification or acceleration under such Lease, Lease and (3) to the knowledge of the SPE RIF V Fund, each of the leases Leases (and all amendments thereto or modifications thereof) to which the SPE RIF V Fund or any SPE Subsidiary its RIF V Fund Subsidiaries is a party or by which the SPE RIF V Fund or any SPE Subsidiary its RIF V Fund Subsidiaries or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except Issuer and its Subsidiaries have good title to, or good and valid leasehold interests in, all property and assets reflected on the Issuer Balance Sheet or acquired after the Issuer Balance Sheet Date, except as set forth in Schedule 4.08(a), have been disposed of since the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, Issuer Balance Sheet Date in the case Ordinary Course of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE SubsidiaryBusiness and in compliance with this Agreement, in each case free and clear of all Liens except for (other than Permitted Liens). Prior to the effective time The properties and assets owned or leased by Issuer and its Subsidiaries constitute all of the merger contemplated herebyproperties and assets necessary for, neither and used or useful in, the SPE conduct of their respective businesses in the places and in such manner in which such businesses are currently being conducted. Neither Issuer nor any SPE Subsidiary shall take of its Subsidiaries owns or omit has ever owned any interest in real property. (i) Each lease, sublease, license or other use or occupancy agreement (each, a “Lease”) under which Issuer or any of its Subsidiaries leases, subleases, licenses or otherwise uses or occupies any real property (whether as lessor or lessee) is valid and in full force and effect and (ii) neither Issuer nor any of its Subsidiaries, nor to Issuer’s Knowledge any other party to a Lease, has violated any provision of, or taken or failed to take any action to cause any Lien to attach to any Propertyact which, with or without notice, lapse of time, or both, would constitute a breach or default under the provisions of such Lease, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would notthose breaches or defaults that, individually or in the aggregate, are not and would not reasonably be expected to have an SPE Material Adverse Effectbe material to Issuer and its Subsidiaries, to the knowledge and neither Issuer nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Lease. Section 3.14(b) of the SPEIssuer Disclosure Schedule sets forth a true, (1) neither correct and complete list of all Leases to which Issuer or any of its Subsidiaries is a party, including all amendments, extensions, renewals and guarantees with respect thereto, in each case identifying the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a tenant or lessee and the landlord or lessor under each such Lease and the address of the real property associated with such Lease (as such term is hereinafter defined) for space within such Property)property, is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other eventsrights, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration title and interest of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE Issuer or any SPE SubsidiarySubsidiary in and to leasehold improvements relating thereto, except for Permitted Liensincluding security deposits, and (3) all agreements affecting any Property required for the continued usereserves or prepaid rents paid in connection therewith, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “LeasesLeased Real Property”) is valid and binding and ). Issuer has made available to Purchaser (in full force and effecteach case, subject to applicable bankruptcytogether with all amendments, insolvencymodifications, moratorium supplements, waivers or other similar Laws relating changes thereto) true, correct and complete copies of all Leases. The performance by Issuer of this Agreement and the transactions contemplated hereby will not result in the termination of, or in any increase of any material amounts payable under, any Lease or any material rights under any Lease or will require the Consent from any party to creditors’ rights any such Lease other than Issuer. With respect to any Leased Real Property, Issuer and general principles any of equityits Subsidiaries enjoys peaceful and undisturbed possession of the Leased Real Property.

Properties. (a) Except The real Properties listed on Exhibit C are owned directly, in fee simple, by the Contributed Entities shown on such Exhibit or their direct or indirect wholly owned subsidiaries, except that a portion of the Doubletree Seattle Airport Property is leased to the Contributed Entity that owns such Property as set forth described in Schedule 4.08(a), the SPE or an SPE Subsidiary Registration Statement. Each Contributed Entity is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the or leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiaryof such real Property, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated herebyClosing Date, neither the SPE nor any SPE Subsidiary iStar shall not take or omit to take any action to cause any Lien to attach to any Contributed Interests or any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE iStar Material Adverse Effect, to the knowledge of the SPE, (1i) neither the SPE, nor any SPE Subsidiary, nor any no Contributed Entity and no other party to any material agreement affecting any Property (other than a Lease (as such has given or received any notice of default with respect to any term is hereinafter defined) for space within such Property), is in breach or default condition of any such agreementLease that remains uncured, which default, if not timely cured, would permit, subject to expiration of applicable cure periods, application of leasehold mortgagee cure rights and giving of required notices, termination of the related Lease, set off of material amounts under the related Lease or, in the case of a default by the tenant, termination of the tenant’s right to possession of the related leased premises, (2ii) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreementLease that, if not timely cured would permit, subject to expiration of applicable cure periods, application of leasehold mortgagee cure rights and giving of required notices, termination of the related Lease, set off of material amounts under the related Lease or, in the case of a default by the tenant, termination of the tenant’s right to possession of the related leased premises, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE SubsidiaryContributed Entity, except for Permitted Liens, and (3iii) all agreements affecting any Property required for each of the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and Leases is in full force and effect, and constitutes the legal, valid and binding obligation of the applicable Contributed Entity, and to iStar’s Knowledge, each other party thereto, enforceable against each Contributed Entity, and to iStar’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws relating to affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth in the Leases, no Contributed Entity has granted an option or right of first refusal or offer pursuant to the Leases with respect to the sale of any Property. (c) To iStar’s Knowledge, except as previously disclosed to Safety or the knowledge of Operating Partnership, no tenant under a Lease is presently the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation subject of any applicable building code, zoning ordinance voluntary or other “land use” Lawinvoluntary bankruptcy or insolvency proceedings, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE iStar Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, would not reasonably be expected to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, reasonably be expected to have an SPE a Parent Material Adverse Effect, Parent and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Parent Balance Sheet or acquired after the Balance Sheet Date, except as have been disposed of since the Balance Sheet Date in the ordinary course of business, free and clear of all Liens other than Permitted Liens. (b) Except with respect to the knowledge any Oil and Gas Properties, Section 4.14(b) of the SPEParent Disclosure Schedule sets forth a list of (i) all real property owned by Parent or any of its Subsidiaries (each such property, a “Parent Owned Real Property”) and (1ii) neither the SPEall material real property leased by Parent or any of its Subsidiaries (each such property, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such “Parent Leased Real Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or ” and together with all such other eventsthe Parent Owned Real Property, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity“Parent Real Property”). (c) To the knowledge of the SPE, Except as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an SPE a Parent Material Adverse EffectEffect and except for Permitted Liens, neither Parent nor any of its Subsidiaries: (i) lease or grant any Person the right to use or occupy all or any part of any Parent Owned Real Property, or (ii) has granted any Person an option, right of first offer, or right of first refusal to purchase such Parent Owned Real Property or any portion thereof or interest therein. (d) Except for matters that as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an SPE a Parent Material Adverse Effect, (1i)Parent or one of its Subsidiaries has a valid leasehold interest in all Parent Leased Real Property, in each case as to such leasehold interest, free and clear of all Liens other than Permitted Liens and (ii) each of Parent and its Subsidiaries is in compliance in all material respects with the terms of all leases of Parent Leased Real Property to which it is a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of (A) Parent or its Subsidiary, as the case may be, and (B) to Parent’s knowledge, each other party thereto, enforceable against Parent or such Subsidiary, as the knowledge case may be, and, to the Parent’s knowledge, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Remedies Exception. (e) Except as set forth on Section 4.14(e) of the SPEParent Disclosure Schedule, neither as of the SPEdate hereof, nor its SPE Subsidiary, nor Parent has not received any other party written notice that all or any portion of material Parent Real Property is subject to any Leasegovernmental order to be sold or is being condemned, is in breach expropriated or default of otherwise taken by any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which Governmental Authority with or without payment of compensation therefor. (f) Except for any Permitted Liens and as set forth in Section 4.14(f) of the passage Parent Disclosure Schedule, to Parent’s knowledge (i) there are no material contractual or legal restrictions that prevent Parent or any of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under its Subsidiaries from using any Lease, or would permit termination, modification or acceleration under such LeaseParent Real Property for its current use, and (3ii) to all structures and other buildings on the knowledge Parent Real Property are in operating condition and none of the SPE each such structures or buildings is in need of the leases (maintenance or repairs except for ordinary, routine maintenance and repairs, and except for ordinary wear and tear in all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitymaterial respects.

Properties. (a) Section 5.10(a) of the REIT II Disclosure Letter lists each hotel and other parcels of real property constituting REIT II Properties, and sets forth REIT II or the applicable REIT II Subsidiary owning such REIT II Properties. Except as set forth disclosed in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as policies and reports (and the owner of, and, documents or surveys referenced in such policies and reports): (A) REIT II or a REIT II Subsidiary owns fee simple title to the knowledge each of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain REIT II Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens Liens, except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, ; (B) except for Permitted Liens as has not had and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a REIT II Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, REIT II nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default REIT II Subsidiary has received written notice of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in uncured violation of any applicable building codeLaw (including zoning, zoning ordinance building, or other “land use” Law, similar Laws) affecting any portion of any of the REIT II Properties issued by any Governmental Entity; and (C) except for such violations that as would not, individually or in the aggregate, reasonably be expected to have an SPE a REIT II Material Adverse Effect, neither REIT II nor any REIT II Subsidiary has received written notice to the effect that there are condemnation or rezoning proceedings that are currently pending or threatened with respect to any of the REIT II Properties. (db) Except for matters as disclosed in property condition assessments and similar structural engineering reports relating to the REIT II Properties, REIT II has not received written notice of, nor does REIT II have any Knowledge of, any latent defects or adverse physical conditions affecting any of the REIT II Properties or the improvements thereon that have not been corrected or cured prior to the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to have an SPE a REIT II Material Adverse Effect. (c) REIT II and the REIT II Subsidiaries have good title to, (1) to or a valid and enforceable leasehold interest in, all personal property assets owned, used or held for use by them. Neither REIT II’s nor the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default REIT II Subsidiaries’ ownership of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary personal property is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcyany Liens, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitythan Permitted Liens.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge As of the SPEdate of this Agreement, Schedule 3.05 sets forth the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case address of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property each Material Real Estate Asset owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such PropertyLoan Party. (b) Except [Reserved]. (c) Each of the Loan Parties has good and valid fee simple title (or similar concept under any applicable jurisdiction) to or rights to purchase, or valid leasehold interests in, or other limited property interests in, all its Real Estate Assets (including any Mortgaged Properties) and has good title to its personal property and assets (other than IP Rights, which are addressed in Section 3.05(d) through (f)), in each case, except (i) for matters defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes or (ii) where the failure to have such title or rights would notnot reasonably be expected to have a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens, liens arising by operation of law, and minor defects in title which do not mutually interfere with the ability of the Loan Parties to conduct their businesses. (d) To the knowledge of the Borrowers, each Loan Party has valid and subsisting title to, or a valid license or right to use, all patents, patent applications, trademarks, service marks, copyrights, trade secrets, domain names, proprietary know-how and other rights in works of authorship (including all copyrights embodied in software) and all other intellectual property rights (the foregoing, collectively, “IP Rights”) needed to conduct the businesses of the Loan Parties as presently conducted, except where such failure to own or license or have rights to use would not have, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) . To the knowledge of the SPEBorrowers, no Loan Party, nor the operation of its business as presently conducted, none of the operation of the buildingsinfringes upon, fixtures and other improvements comprising a part of the Properties is in violation misuses, or misappropriates any intellectual property rights of any applicable building code, zoning ordinance or other “land use” Lawthird party, except for where such violations that infringement, misuse or misappropriation would notnot have, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. (de) Except for matters Each Loan Party has taken commercially reasonable steps to maintain the confidentiality of all confidential and proprietary information that would notis owned by such Loan Party, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) material to the knowledge business of the SPE, neither the SPE, nor its SPE Subsidiary, nor such Loan Party and that such Loan Party holds or purports to hold as a trade secret. (f) No Loan Party has incorporated into any other party to Proprietary Software Products any Lease, software that is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default available under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject an open-source software license (collectively, “Open Source Software”), including any version of any software licensed pursuant to any GNU public license, in a manner that, with respect to software that such Loan Party intends to maintain as proprietary and deems material to the “Leases”value of the Proprietary Software Product, would (i) is valid and binding and require disclosure or distribution of such Proprietary Software Product in full force and effect, subject source code form; (ii) require the licensing of such Proprietary Software Product for the purpose of making derivative works thereof; or (iii) impose any material restriction on the consideration to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles be charged for the distribution of equitysuch Proprietary Software Product.

Properties. (a) Except as set forth Each Loan Party and each of its Subsidiaries has good record, valid and marketable title in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (orto, or valid leasehold interests in, all Real Property necessary or used in the case ordinary conduct of certain Propertiesits business, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would defects in title as could not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. The property of each Loan Party and each of its Subsidiaries, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of the Loan Parties as presently conducted. (b) Appendix D to the Perfection Certificate dated the Closing Date contain a true and complete list of each interest in Real Property located in the United States (i) owned by any Borrower as of the date hereof and describes the type of interest therein held by such Borrower and whether such owned Real Property is leased and if leased whether the underlying Lease contains any option to purchase all or any portion of such Real Property or any interest therein or contains any right of first refusal relating to any sale of such Real Property or any portion thereof or interest therein and (ii) leased, subleased or otherwise occupied or utilized by any Borrower, as lessee, sublessee, franchisee or licensee, as of the date hereof and describes the type of interest therein held by such Borrower and, in each of the cases described in clauses (i) and (ii) of this Section 6.08(b), whether any Lease requires the consent of the landlord or tenant thereunder, or other party thereto, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityTransactions. (c) To No Mortgage encumbers improved Real Property that is located in an area that has been identified by the knowledge Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the SPE, as presently conducted, none National Flood Insurance Act of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for 1968 unless flood insurance available under such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or Act has been threatened obtained in writing, which accordance with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitySection 7.07.

Properties. (a) Except Neither the Seller nor any of its subsidiaries owns any real property. Section 5.16(a) of the Seller Disclosure Schedule lists all real property leased, subleased or licensed to or by the Seller or any of its subsidiaries, including any leases or subleases otherwise guaranteed by Seller or its subsidiaries (all of the foregoing being collectively referred to as set forth ‘‘leases and subleases’’). The Seller has made available to the Seller true, complete and accurate copies of the leases and subleases (each as amended to date) relating to the leased property in Schedule 4.08(a)Section 5.16(a) of the Seller Disclosure Schedule. With respect to each such lease and sublease: (i) the lease or sublease is a valid, binding and enforceable obligation of the SPE Seller or an SPE Subsidiary is the insured under a policy of title insurance its subsidiary, as the owner case may be, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity; (ii) neither the Seller nor any of its subsidiaries, or to the knowledge of the Seller, any other party, is in breach or violation of, andor default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the SPESeller, is threatened, which, after the SPE giving of notice or an SPE Subsidiary is the owner oflapse of time or both, would constitute a breach or default by the fee simple estate Seller or any of its subsidiaries, or to the knowledge of the Seller, any other party under such lease or sublease; (oriii) neither the Seller nor any of its subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or Encumbered any interest in the case of certain Propertiesleasehold or subleasehold, or further leased, subleased or licensed or permitted any other Person to use or occupy the property subject thereto; and (iv) Seller or its subsidiaries have good, valid leasehold estate or the tenancy-in-common estate) subleasehold title to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior premises leased pursuant to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Propertyleases and subleases, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that as would not, individually or in the aggregate, reasonably be expected to have an SPE a Seller Material Adverse Effect, and there are no Encumbrances applicable to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party real property subject to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach lease or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiarysublease, except for Permitted Liensrecorded easements, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures covenants and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would restrictions which do not, individually or in the aggregate, materially impair the current uses or the occupancy by the Parent or its subsidiary, as the case may be, of the property subject thereto; and (v) there are no consents, permissions or approvals by any third party pursuant to any lease or sublease which may be required with respect to the making of any lease or sublease by Seller or its subsidiaries, which have not been obtained, except for those, the failure of which would not reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would notexpected, individually or in the aggregate, reasonably be expected to have an SPE a Seller Material Adverse Effect. (b) Except as set forth in Section 5.16(b) of the Seller Disclosure Schedule, the Parent and its subsidiaries own good title, free and clear of all Encumbrances, to all property and assets necessary to conduct the business of the Seller as currently conducted, except for (i) Encumbrances reflected in the Seller Balance Sheet included in the Seller SEC Reports, (1ii) to Encumbrances or imperfections of title which do not detract from the knowledge value or interfere with the present or presently contemplated use of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach assets subject thereto or default of any such Leaseaffected thereby, (2iii) Encumbrances for current Taxes not yet due and payable and (iv) Encumbrances on the landlord’s interest in the premises (subject to Section 5.16(a)(iv) above). The Seller and its subsidiaries, as lessees, have the knowledge right under valid and subsisting leases to use, possess and control all personal property leased by the Seller or its subsidiaries as now used, possessed and controlled by the Seller or its subsidiaries, as applicable. All of the SPEmachinery, no event has occurred equipment and other tangible personal property and assets owned or has been threatened used by the Seller and its subsidiaries are in writinggood condition, which with or without maintenance and repair, except for ordinary wear and tear, are useable in the passage ordinary course of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Leasebusiness, and (3) to are reasonably adequate and suitable for the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) uses to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitythey are being put.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE All major items of operating equipment owned or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge leased by Parent or any of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate Parent Subsidiaries (ori) are, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiaryaggregate, in each case free a state of repair so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are operated and clear (ii) are adequate, together with all other properties of Parent and the Parent Subsidiaries, to comply in all material respects with the requirements of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated herebyapplicable contracts, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyincluding sales contracts. (b) Except for goods and other property sold, used or otherwise disposed of since December 31, 2009 in the ordinary course of business, Parent and the Parent Subsidiaries have good and defensible title to all oil and gas leases and other properties forming the basis for the reserves reflected in the Parent Reserve Report as attributable to interests owned by Parent and the Parent Subsidiaries, and to all other properties, interests in properties and assets, real and personal, reflected in the Parent SEC Reports filed prior to the date of this Agreement as owned by Parent and the Parent Subsidiaries, free and clear of any Liens, except: (i) Liens associated with obligations reflected in the Parent Reserve Report or the Parent SEC Reports filed prior to the date of this Agreement, (ii) Liens for current taxes not yet due and payable, and (iii) such imperfections of title, easements, Liens, government or tribal approvals or other matters that and failures of title as would not, individually or in the aggregate, reasonably be expected to have an SPE a Parent Material Adverse Effect. (c) (i) The leases and other agreements pursuant to which Parent or any of the Parent Subsidiaries leases or otherwise acquires or obtains operating rights affecting any real or personal property given material value in the Parent Reserve Report are in good standing, valid and effective, (ii) neither Parent nor any Parent Subsidiary is in breach or default under any such lease or other agreement nor, to the knowledge of the SPEParent, (1) neither the SPE, nor any SPE Subsidiary, nor is any other party to any material such lease or other agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default thereunder, and (iii) the rentals due by Parent or any Parent Subsidiary to any lessor of any such agreement, (2) no event has occurred or has oil and gas leases have been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiaryproperly paid, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, each case as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE a Parent Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE Parent or an SPE a Parent Subsidiary is the insured under a policy of title insurance as the legal and beneficial owner of, and, and has good and marketable freehold or fee simple title or valid leasehold title or license (as applicable) to the knowledge each of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Parent Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case case, free and clear of all Liens except for other than Parent Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given as would not reasonably be expected to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, reasonably be expected to have an SPE a Parent Material Adverse Effect. For the purposes of this Agreement, “Parent Permitted Liens” means (i) Liens securing any Indebtedness of Parent or a Parent Subsidiary, (ii) Liens that result from any statute or other Liens for Taxes or assessments that are not delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Parent Financial Statements (if such reserves are required pursuant to the knowledge GAAP), (iii) Liens arising under any Parent Material Contracts or other service contracts, management agreements, leasing commission agreements, or other agreements or obligations set forth in Section 4.19(a)(iii) of the SPEParent Disclosure Letter or disclosed in the Parent SEC Documents, (1iv) neither any Parent Leases or any ground leases or air rights agreements affecting any Parent Property, (v) Liens imposed or promulgated by Law or any Governmental Entity, including zoning regulations, permits and licenses, that (in each case) are not violated by any current use, occupancy or activity conducted by the SPE, nor Company or any SPE Company Subsidiary, nor any other party (vi) Liens that are disclosed on the existing title insurance policies of Parent or would be disclosed on an accurate survey, and, with respect to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property)leasehold interests, is in breach Liens on the underlying fee or default leasehold interest of any such agreementthe applicable ground lessor, lessor or sublessor, (2vii) no event has occurred or has been threatened any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in writing, which with or without the passage ordinary course of time business that are not yet delinquent or the giving validity of notice, or both, would, individually or together with all which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Parent Financial Statements (if such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected reserves are required pursuant to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted LiensGAAP), and (3viii) all agreements affecting any other non-monetary Liens, limitations, restrictions or title defects that do not materially impair the value of the applicable Parent Property required for or the continued use, occupancy, management, leasing use and operation of such the applicable Parent Property (exclusive of space Leases) are valid as currently used and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityoperated. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) SOR has made available to SOR II a list of each parcel of real property currently owned or ground leased by SOR or any SOR Subsidiary, together with the applicable SOR Subsidiary owning or leasing such property. Except as set forth in Schedule 4.08(a), Section 5.10 of the SPE SOR Disclosure Letter or an SPE Subsidiary is the insured under a policy of as disclosed in title insurance as policies and reports (and the owner of, and, documents or surveys referenced in such policies and reports): (A) SOR or a SOR Subsidiary owns fee simple title to the knowledge each of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain SOR Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens Liens, except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, ; (B) except for Permitted Liens as has not had and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a SOR Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, SOR nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default SOR Subsidiary has received written notice of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, Law affecting any portion of any of the SOR Properties issued by any Governmental Authority; and (C) except for such violations that as would not, individually or in the aggregate, reasonably be expected to have an SPE a SOR Material Adverse Effect, neither SOR nor any SOR Subsidiary has received notice to the effect that there are (1) condemnation or rezoning proceedings that are pending or threatened with respect to any of the SOR Properties or (2) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the SOR Properties or by the continued maintenance, operation or use of the parking areas. (db) Except for matters that SOR has not received written notice of, nor does SOR have any Knowledge of, any material latent defects or adverse physical conditions affecting any of the SOR Properties or the improvements thereon, except as would not, individually or in the aggregate, reasonably be expected to have an SPE a SOR Material Adverse Effect. (c) SOR and the SOR Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them. Neither SOR’s nor the SOR Subsidiaries’ ownership of any such personal property is subject to any Liens, other than Permitted Liens. (d) A policy of title insurance has been issued for each SOR Property insuring, as of the effective date of such insurance policy, (1i)(A) fee simple title interest held by SOR or the applicable SOR Subsidiary with respect to SOR Properties that are not subject to ground leases and (B) a valid leasehold estate held by SOR or the applicable SOR Subsidiary that are subject to ground leases and (ii) to the knowledge Knowledge of the SPESOR, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and insurance policies are in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles no material claim has been made against any such policy that remains outstanding as of equitythe date of hereof.

Properties. (a) Except as set forth in Schedule 4.08(a)Parent and its Subsidiaries have, the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior , title to or valid leasehold interests in, the effective time inventory, equipment and other tangible and intangible property used or held for use in the conduct of the merger contemplated herebytheir respective businesses, neither the SPE nor any SPE Subsidiary shall take or omit in each case as necessary to take any action permit Parent and its Subsidiaries to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyconduct their respective businesses as currently conducted in all material respects. (b) Except for matters that would notEach of Parent and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party or under which it is in occupancy and all leases to which Parent or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Parent and its Subsidiaries enjoys peaceful and undisturbed possession of the properties or assets purported to be leased under its leases, except where the failure to have such possession has not had and is not reasonably likely to have a Parent Material Adverse Effect. (c) Neither Parent nor any of its Subsidiaries has violated the terms of any Easement, except any such violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect. Except as would not reasonably be expected likely to have an SPE a Parent Material Adverse Effect, to the knowledge all Easements in favor of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE Parent or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) its Subsidiaries are valid and binding enforceable and in full force grant the rights purported to be granted thereby and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ all rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of necessary thereunder for the operation of the buildings, fixtures respective businesses of Parent and other improvements comprising its Subsidiaries. There are no spatial gaps in the Easements in favor of Parent or any of its Subsidiaries that would reasonably be likely to have a part Parent Material Adverse Effect and all parts of the Properties pipeline assets which constitute a portion of the assets of Parent or any of its Subsidiaries are located either on property which is owned in violation fee by Parent or one of its Subsidiaries or on property which is subject to an Easement in favor of Parent or one of its Subsidiaries. Neither Parent nor any of its Subsidiaries has received any notice from any person disputing or challenging its ownership of any applicable building codefee interests or Easement, zoning ordinance other than disputes or other “land use” Law, except for such violations challenges that would not, individually have not had or in the aggregate, are not reasonably be expected likely to have an SPE a Parent Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE such Forward REIT Merger Entity or an SPE its Forward REIT Merger Entity Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPEsuch Forward REIT Merger Entity, the SPE such Forward REIT Merger Entity or an SPE its Forward REIT Merger Entity Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE such Forward REIT Merger Entity or an SPE its Forward REIT Merger Entity Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE such Forward REIT Merger Entity nor any SPE Subsidiary of its Forward REIT Merger Entity Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Forward REIT Merger Entity Material Adverse Effect, to the knowledge of the SPEsuch Forward REIT Merger Entity, (1) neither the SPE, such Forward REIT Merger Entity nor any SPE Subsidiaryits Forward REIT Merger Entity Subsidiaries, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE such Forward REIT Merger Entity or any SPE Subsidiaryits Forward REIT Merger Entity Subsidiaries, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPEsuch Forward REIT Merger Entity, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE a Forward REIT Merger Entity Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Forward REIT Merger Entity Material Adverse Effect, (1) to the knowledge of the SPEsuch Forward REIT Merger Entity, neither the SPEsuch Forward REIT Merger Entity, nor its SPE SubsidiaryForward REIT Merger Entity Subsidiaries, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPEsuch Forward REIT Merger Entity, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, Lease or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE such Forward REIT Merger Entity, each of the leases (and all amendments thereto or modifications thereof) to which the SPE such Forward REIT Merger Entity or any SPE Subsidiary its Forward REIT Merger Entity Subsidiaries is a party or by which the SPE such Forward REIT Merger Entity or any SPE Subsidiary its Forward REIT Merger Entity Subsidiaries or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. Except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Parent Material Adverse Effect: (ai) Except as set forth in Schedule 4.08(a)Parent and each of the Parent Subsidiaries has good, the SPE or an SPE Subsidiary is the insured under a policy of valid and marketable title insurance as the owner of, and, to the knowledge real property owned by Parent or any Parent Subsidiary that is material to the operation of the SPE, business of Parent or any Parent Subsidiary (the SPE “Parent Owned Real Property”) and a valid leasehold or an SPE Subsidiary is the owner of, the fee simple estate (or, sublease interest in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) real property that is material to the Property owned by operation of the SPE business of Parent or an SPE Subsidiaryany Parent Subsidiary (the “Parent Leased Real Property”), in each case case, free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1ii) neither the SPEeach lease, nor any SPE Subsidiarysublease, nor any other party to any material agreement affecting any license, use or occupancy or similar agreements for Parent Leased Real Property (other than a Lease (as such term “Parent Real Property Lease”) is hereinafter defined) for space within such Property)valid, is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effecteffect and enforceable against Parent or any Parent Subsidiary that is party thereto, subject (iii) Parent and the Parent Subsidiaries are not in default (and there is no event or condition that after notice or lapse of time or both would constitute a default by Parent or any Parent Subsidiary) under any Parent Real Property Lease and, to applicable bankruptcythe Knowledge of Parent, insolvencythere is no default (or event or condition that after notice or lapse of time or both would constitute a default) by any other party thereto under any Parent Real Property Lease, moratorium (iv) no Person leases, subleases, licenses or other similar Laws relating otherwise has a right to creditors’ rights and general principles of equity. (c) To the knowledge use or occupy any of the SPE, Parent Real Property other than Parent or any Parent Subsidiary and (v) all improvements located on the Parent Real Property are in sufficiently good condition and repair (ordinary wear and tear excepted) to allow the business of Parent and Parent Subsidiaries to be operated in the ordinary course as currently operated and as presently conductedproposed to be operated. Neither Parent nor any Parent Subsidiary is a party to any agreement for the sale of any Parent Real Property. No other real property, none of other than the Parent Real Property, is material to the operation of the buildings, fixtures and other improvements comprising a part business by Parent as conducted as of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effectdate hereof. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge As of the SPEdate of this Agreement, Schedule 3.05(a) sets forth the SPE address of each Material Real Estate Asset (or an SPE Subsidiary each set of such assets that collectively comprise one operating property) that is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate owned or the tenancy-in-common estate) to the Property owned leased by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such PropertyLoan Party. (b) Except Each of the Loan Parties and each of their Subsidiaries has good and valid fee simple title to or rights to purchase, or valid leasehold interests in, or easements or other limited property interests in, all its Real Estate Assets (including any Mortgaged Properties) and has good and marketable tide to its personal property and assets, in each case, except (i) for matters defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes or (ii) where the failure to have such title would not reasonably be expected to have a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens. (c) Each of the Loan Parties and each of their Subsidiaries own or otherwise have a license or right to use all rights in patents, trademarks, service marks, trade names, domain names, copyrights and other rights in works of authorship (including all copyrights embodied in software) and all other similar intellectual property rights (“IP Rights”) used in the conduct of the businesses of the Loan Parties and their Subsidiaries as presently conducted without any infringement or misappropriation of the IP Rights of third parties, except to the extent such failure to own or license or have rights to use would not, or where such infringement or misappropriation would not, have, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. No third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the IP Rights of any Loan Party or any of their Subsidiaries, except to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as extent such term is hereinafter defined) for space within such Property), is in breach infringement or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that misappropriation would notnot have, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. (d) Except for matters that . No claim or litigation regarding any of the IP Rights is pending or, to the knowledge of any Loan Party, threatened in writing, except to the extent such claim or litigation would notnot have, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. A correct and complete list of all IP Rights registered with the United States Patent and Trademark Office or the United States Copyright Office or any relevant office or agency in any applicable foreign jurisdiction, (1) to as applicable, and domain names registered with third-party domain name registrars, owned by the knowledge Loan Parties and their Subsidiaries as of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, Closing Date is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityset forth on Schedule 3.05(c).

Properties. (a) Except as set forth in Schedule 4.08(a)9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any of the SPE or an SPE Subsidiary Group Companies. 9.2 A Group Company is the insured under a policy sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title insurance as the owner of, and, to the knowledge all of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Freehold Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any relevant deeds or documents relating thereto and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any leasehold property of which it was the original tenant or in respect of which it entered into a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute is a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation guarantor of a Lien upon any asset tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.Leasehold Properties: (ci) To no Group Company has received written notice that any covenants, conditions or agreements contained in the knowledge of relevant leases on the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any applicable building code, zoning ordinance or other “land use” Law, except for of its leases and no such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or termination has been threatened by the respective landlord in writing, which with ; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any of the Group Companies as tenant; (iv) no rent is or without should be currently under review; and (v) there are no current notices given by the passage of time landlord or the giving of notice, tenant or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) proceedings pursuant to the knowledge of Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the SPE each of the leases (and all amendments thereto or modifications thereof) to jurisdiction in which the SPE relevant Property is located) or any SPE Subsidiary other pending legal proceedings as regards or in connection with the Properties where a Group Company is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityparty.

Properties. (a) Except in any such case as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, has not had and would not reasonably be expected to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse EffectEffect on the Company: (i) with respect to the real property owned by the Company or its Subsidiaries (the “Owned Real Property”), the Company or one of its Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of any Lien (other than Permitted Liens); (ii) with respect to the real property leased, subleased or licensed to or otherwise occupied by the Company or its Subsidiaries (the “Leased Real Property”), the lease, sublease, license or occupancy agreement for such property is valid, and binding on and enforceable by/against the Company or its Subsidiaries, as applicable (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and subject to applicable bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium and other laws, affecting creditors’ rights generally and general principles of equity), and to the knowledge of the SPECompany, (1) neither the SPE, nor any SPE Subsidiary, nor any each other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property)thereto, is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease, license or occupancy agreement and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder; (iii) with respect to any real property leased, subleased or licensed by the Company or any of its Subsidiaries to a third party, the lease, sublease, license or occupancy agreement for such property is valid, enforceable and binding on the parties thereto (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and subject to applicable bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium or and other similar Laws relating to laws, affecting creditors’ rights generally and general principles of equity. ) and in full force and effect and no party thereto is in breach of or default under such lease, sublease, license or occupancy agreement and no event has occurred which, with notice, lapse of time or both would constitute a breach or default by any party thereto or permit termination or modification thereof; and (civ) To the knowledge of the SPEall buildings, as presently conducted, none of the operation of the buildingsstructures, fixtures and other improvements comprising a part of included within the Properties is Owned Real Property and the Leased Real Property (the “Improvements”) are in violation of any applicable building codegood repair and operating condition, zoning ordinance subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or other “land held for use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) and to the knowledge of the SPECompany, neither the SPE, nor its SPE Subsidiary, nor there are no facts or conditions affecting any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPEImprovements that, no event has occurred in the aggregate, would reasonably be expected to materially interfere with the current use, occupancy or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge operation thereof. Section 4.18 of the SPE each Company Disclosure Schedule contains a true and complete list of the leases (all Owned Real Property and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityLeased Real Property.

Properties. (a1) Except as set forth The Company or one of its Subsidiaries has (i) good and marketable fee title to the real property owned in Schedule 4.08(a)fee by the Company or any of its Subsidiaries (collectively, the SPE "Owned Properties") and (ii) good and valid leasehold title or an SPE Subsidiary is other occupancy right to the insured under a policy real property leased, subleased or licensed by the Company or any of title insurance its Subsidiaries (collectively, the "Leased Properties") (the Owned Properties and Leased Properties being sometimes referred to herein collectively as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain "Company Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary"), in each case free and clear of all Liens except for Permitted Liens. Prior options to purchase or lease (in the effective time case of the merger contemplated herebyOwned Properties), neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Propertyleases, subleases, rights of first offer, conditions of limitation, easements, Liens, covenants, rights-of-way and other restrictions (collectively, "Title Matters"), except for Permitted such Liens and LiensTitle Matters, if anywhich individually or in the aggregate, given do not have a Material Adverse Effect or which do not materially and adversely affect the current use or value of any Company Properties significant to secure mortgage indebtedness encumbering such Propertythe Company and its Subsidiaries taken as a whole. (b2) Except Each agreement under which real property is leased, subleased or licensed to the Company or one of its Subsidiaries (collectively, the "Company Leases") is in full force and effect in accordance with its respective terms and the Company or one of its Subsidiaries is the holder of the lessee's or tenant's interest thereunder and there exists no default under any of the Company Leases by the Company or any of its Subsidiaries and no circumstance exists which, with the giving of notice, the passage of time or both could result in such a default, except for such matters that would notor other circumstances which, individually or in the aggregate, reasonably be expected to do not have an SPE a Material Adverse Effect. Except as set forth in Section 3.14(b) of the Company Disclosure Schedule, the consummation of the Merger or other transactions contemplated hereby does not violate the terms of any of the Company Leases, other than violations, which individually or in the aggregate do not have a Material Adverse Effect. Except as set forth in Section 3.14(b) of the Company Disclosure Schedule, there are no Company Leases subject to any Lien, sublease, assignment, license or other agreement granting to any third party any interest in such Company Lease or any right to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach use or default occupancy of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE SubsidiaryLeased Property, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would notforegoing matters which, individually or in the aggregate, reasonably be expected to do not have an SPE a Material Adverse Effect. (d3) Except for matters that Each of the Company and its Subsidiaries has all permits necessary to own or operate its Owned Real Property and Leased Real Property as currently owned, and, to the knowledge of the Company, no such permits will be required, solely as a result of the Merger or the other transactions contemplated hereby, to be issued after the Closing in order to permit the Company following the Merger to continue to own or operate such Company Properties, other than any such permits the absence of which would not, individually or in the aggregate, not reasonably be expected to have an SPE a Material Adverse Effect. Except as set forth in Section 3.14(b) of the Company Disclosure Schedule, (1) neither the Company nor any of its Subsidiaries has received, with respect to any Owned Real Property or Leased Real Property, any written notice of default or any written notice of noncompliance with respect to applicable federal, state, local and foreign laws and regulations relating to zoning, building, fire, use restriction or safety or health codes which have not been remedied in all respects which has a Material Adverse Effect. There is no pending or, to the knowledge of the SPECompany, neither the SPE, nor its SPE Subsidiary, nor any threatened condemnation or other party to any Lease, is in breach or default governmental taking of any such Leaseof the Owned Real Property or Leased Real Property, which would have a Material Adverse Effect. All material buildings, structures, improvements and fixtures located on, under, over or within the Company Properties, taken as a whole, (2A) to the knowledge are in good operating condition and repair and are structurally sound and free of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, material defects; and (3B) to the knowledge of the SPE each of the leases (are suitable, sufficient and appropriate in all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid respects for their current and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitycontemplated uses.

Properties. (a) Except Each of the Company and its Subsidiaries owns and has good title to all of its assets and properties reflected as set owned on the Balance Sheet, free and clear of any Lien, except for (i) assets and properties disposed of, or subject to purchase or sales orders, in the ordinary course of business consistent with past practice since the Balance Sheet Date, and (ii) Liens for Taxes not yet delinquent. (b) Section 3.18(b) of the Company Disclosure Schedule sets forth in Schedule 4.08(aa complete list and the location of all real property that is owned or used by the Company or any of its Subsidiaries or that is reflected as an asset of the Company on the Company Balance Sheet (“Real Property”). (c) Neither the Company nor any of its Subsidiaries owns any Real Property. (d) The Company has previously made available to Parent true and complete copies of all Leases. Each Lease is valid, binding and enforceable against the SPE Company or an SPE Subsidiary is the insured under a policy of title insurance its Subsidiary, as the owner ofcase may be, and, to the knowledge Knowledge of the SPECompany, the SPE or an SPE Subsidiary other parties thereto in accordance with its terms and is the owner ofin full force and effect, the fee simple estate (orexcept, in the case of certain Propertiesenforceability against the other parties thereto, the as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, and to general equity principles. The leasehold estate or the tenancy-in-common estate) to the Property owned created by the SPE or an SPE Subsidiary, in each case Lease is free and clear of all Liens except for Permitted Liens. Prior There are no existing defaults by the Company or a Subsidiary under any of the Leases, nor, to the effective Knowledge of Company, has an event occurred that (whether with or without notice, lapse of time or the happening or occurrence of the merger contemplated herebyany other event) would constitute a default under any Lease, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Propertyexcept, except in each instance, for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters those defaults that would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse EffectEffect on the Company or a Subsidiary of the Company. (e) There are no proceedings, claims, disputes or conditions affecting any Real Property that could materially curtail or interfere with the use of such property. Neither the whole nor any portion of the Real Property nor any other assets of the Company or any of its Subsidiaries is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge Knowledge of the SPECompany, (1) neither has any such condemnation, expropriation or taking been proposed. Neither the SPE, Company nor any SPE Subsidiary, nor any other a Subsidiary of the Company is a party to any material agreement affecting lease, assignment or similar arrangement under which the Company is a lessor, assignor or otherwise makes available for use by any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of third party any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset portion of the SPE Real Property. There is no equipment located on the premises of the Company or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for used in the continued use, occupancy, management, leasing and operation business of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitythe Company that is on loan from another party. (cf) To the knowledge of the SPEThe Company has not received any notice of, as presently conductedor other writing referring to, none of the operation of the buildings, fixtures and other improvements comprising any requirements or recommendations by any insurance company that has issued a policy covering any part of the Properties is in violation Real Property or by any board of any applicable building code, zoning ordinance fire underwriters or other “land use” Lawbody exercising similar functions, except for such violations that would not, individually requiring or in the aggregate, reasonably recommending any repairs or work to be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge done on any part of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writingReal Property, which with repair or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitywork has not been completed.

Properties. (a) Except The Company and its Subsidiaries have good title to, or good and valid leasehold interests in, all property and assets reflected on the Balance Sheet or acquired after the Balance Sheet Date, except as set forth in Schedule 4.08(a), have been disposed of since the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, Balance Sheet Date in the case ordinary course of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiarybusiness consistent with past practice and in compliance with this Agreement, in each case free and clear of all Liens except for (other than Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property). (b) Except for matters that would not, individually or in Neither the aggregate, reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, Company nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of noticeits Subsidiaries currently own, or bothhave ever owned, wouldany interest in real property. (c) Each lease, individually sublease or together with all such other eventslicense (each, constitute a default “Lease”) under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause which the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE Company or any SPE Subsidiaryof its Subsidiaries leases, except for Permitted Liens, and subleases or licenses any real property (3whether as lessor or lessee) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are is valid and binding and in full force and effect. Neither the Company nor any of its Subsidiaries, subject nor to applicable bankruptcythe Company’s Knowledge any other party to a Lease, insolvencyhas violated any provision of, moratorium or other similar Laws relating taken or failed to creditors’ rights and general principles take any act which, with or without notice, lapse of equity. (c) To time, or both, would constitute a breach or default under the knowledge provisions of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Lawsuch Lease, except for such violations that would notthose breaches or defaults that, individually or in the aggregateaggregate with all other Effects, have not and would not reasonably be expected to have an SPE a Company Material Adverse Effect. (d) Except for matters . Neither the Company nor any of its Subsidiaries has received notice that would notit, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, has breached, violated or defaulted under any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease or any interest therein. Section 3.13(c) of the Disclosure Letter sets forth a true and complete list of all Leases to which the Company or any of its Subsidiaries is a party, in breach each case identifying the tenant or default of any lessee and the landlord or lessor under each such Lease, (2) to the knowledge address of the SPE, no event has occurred or has been threatened in writing, which real property associated with or without such Lease and the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitymonthly rent payable thereunder.

Properties. (a) Except as set forth disclosed in Schedule 4.08(aSchedules 4.5(c)(i) and 4.5(c)(ii), each Loan Party has good title to, or valid leasehold interests in, and the SPE right to use, all assets, including without limitation all assets reflected on its consolidated balance sheet as at December 29, 2003 or an SPE Subsidiary is the insured under a policy acquired since that date (except assets sold or otherwise disposed of title insurance as the owner of, and, since that date to the knowledge extent permitted by this Agreement or the Existing Credit Agreement or approved by the Bankruptcy Court), subject to no Liens except as permitted hereunder. Each Loan Party which operates in a Host Store or other third party retail location, whether pursuant to a Material Agreement or otherwise, owns all of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, Inventory and other Collateral purportedly owned by it as reflected in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) financial statements delivered to the Property owned by Lenders from time to time hereunder (including without limitation all such Collateral included in the SPE Borrowing Base), and all proceeds thereof, notwithstanding the fact that such Inventory, other Collateral and proceeds thereof may be located in a Host Store or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyother third party retail location. (b) Except Each Loan Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Loan Parties does not infringe upon the rights of any other Person, except for matters that would notany such infringements that, individually or in the aggregate, would not reasonably be expected to have an SPE result in a Material Adverse Effect. As of the Exit Facility Date, all trademarks or service marks owned by any Loan Party are owned by either Apache Minnesota Thom McAn, Inc., Footstar Corporation, Athletic Attic of Texas, Inc. ▇▇ ▇▇▇▇▇a Feet, Inc. and all patents owned by any of the Loan Parties are owned by Footstar Corporation. As of the Exit Facility Date, the only Loan Parties which need to be a signatory to the knowledge Trademark Security Agreement are Apache Minnesota Thom McAn, Inc., Footstar Corporation, Athletic Attic of Texas, Inc. ▇▇▇ ▇▇▇▇da Feet, Inc., and the Borrowers shall not permit any other Loan Parties to register or own any trademarks or service marks unless such Loan Parties become parties to the Trademark Security Agreement pursuant to an instrument reasonably acceptable to the Agents. As of the SPEExit Facility Date, (1) neither the SPEonly Loan Party which needs to be a signatory to the Patent Security Agreement is Footstar Corporation, nor any SPE Subsidiary, nor and the Borrowers shall not permit any other party Loan Parties to register or own any material agreement affecting any Property (other than a Lease (as patents unless such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without Loan Parties become parties to the passage of time or Patent Security Agreement pursuant to an instrument reasonably acceptable to the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityAgents. (c) To Schedule 4.5(c)(i) sets forth the knowledge address (including county) of all Real Estate that is owned by the Loan Parties as of the SPEExit Facility Date, as presently conducted, none together with a list of the operation holders of any mortgage or other Lien thereon. Schedule 4.5(c)(ii) sets forth the address (including county) of all Real Estate that is leased by the Loan Parties as of the buildingsExit Facility Date, fixtures and other improvements comprising together with a part list of the Properties is in violation names and addresses of any applicable building code, zoning ordinance or other “land use” Law, except the Landlords for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effectleased properties if used as distribution centers. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge No Inventory is directly purchased from any Person by any of the SPESubsidiaries. No Subsidiaries incur any Indebtedness or trade liabilities or vendor payables with respect to their respective Inventory or otherwise, neither except trade liabilities owed to Footstar Corporation for such Inventory. No post-Petition trade payables owed by any Loan Party with respect to third party warehousemen are past due. (e) The only business of Footstar HQ, LLC is and shall remain the SPEbusiness of owning the Real Estate located in Mahwah, nor its SPE SubsidiaryNew Jersey. Footstar HQ, nor LLC does not and will not engage in any other party to business activities and does not and will not hold any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE assets. Each Rite Aid East Coast Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityshall remain an Unrestricted Subsidiary.

Properties. (ai) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Cousins Material Adverse Effect, as of the date hereof, (A) Cousins has delivered to or made available to Parkway a true and complete copy of each lease, sublease, sub-sublease, license and other agreement under which Cousins or any of its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property (each, a “Cousins Lease”), (B) to the knowledge of Cousins, as of the date hereof, each Cousins Lease is in full force and effect, and neither Cousins nor any of its Subsidiaries nor, to the knowledge of Cousins, any other party to a Cousins Lease, is in default beyond any applicable notice and cure period under any Cousins Lease, which default is in effect on the date of this Agreement and (C) neither Cousins nor any of its Subsidiaries has, prior to the date hereof, received from any counterparty under any Cousins Lease that relates to at least 25,000 square feet of net rentable area (the “Material Cousins Leases”) a notice from the tenant of any intention to vacate prior to the end of the term of such Material Cousins Lease. Except as set forth in Schedule 4.08(a)Section 3.2(o)(i) of the Cousins Disclosure Letter or except as has been resolved prior to the date hereof, as of the date of this Agreement, (1) no tenant under any Material Cousins Lease is currently asserting in writing a right to cancel or terminate such Material Cousins Lease prior to the end of the current term, and (2) none of Cousins or any Cousins Subsidiary has received notice of any insolvency or bankruptcy proceeding involving any tenant under any Material Cousins Lease where such proceeding remains pending. (ii) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Cousins Material Adverse Effect, Cousins, or a Subsidiary of Cousins, or a joint venture of Table of Contents Cousins or any of its Subsidiaries, owns fee simple title to or has a valid leasehold interest in, each of the real properties reflected as an asset on the most recent balance sheet of Cousins included in the Cousins SEC Documents (each a “Cousins Property” and collectively, the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain “Cousins Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary”), in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time (A) debt and other matters set forth in Section 3.2(o)(ii) of the merger contemplated herebyCousins Disclosure Letter, neither (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the SPE nor any SPE Subsidiary shall take ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or omit to take any action to cause any Lien to attach to any Propertyinsured, except for Permitted Liens and Liens(D) all matters disclosed on existing title policies or surveys, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would notnone of which, individually or in the aggregate, would have a material adverse effect on the use and operation of such Cousins Property, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business and (F) Liens and other encumbrances that would not cause a material adverse effect on the value or use of the affected property. Except as would not have, or would not reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would nothave, individually or in the aggregate, a Cousins Material Adverse Effect, none of Cousins, nor any Subsidiary of Cousins has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of Cousins, threatened with respect to any material portion of any of the Cousins Properties. Except for the owners of the properties in which Cousins or any Subsidiary of Cousins has a leasehold interest and except for any Cousins Property that is held by a joint venture or fund, no Person other than Cousins or a Subsidiary of Cousins has any ownership interest in any of the Cousins Properties. Section 3.2(o)(ii) of the Cousins Disclosure Letter contains a complete and accurate list of the street address of each parcel of Cousins Property. (iii) Policies of title insurance or updates or endorsements have been issued, insuring Cousins’s or the applicable Subsidiary of Cousins’s fee simple title to each of the Cousins Properties owned by Cousins in amounts at least equal to the purchase price paid for ownership of such Cousins Property or such entity that owned such Cousins Properties at the time of the issuance of each such policy, and no material claim has been made against any such policy that has not been resolved. True and correct copies of each of the policies of title insurance or updates or endorsements together with all exception documents referenced therein other than such documents pertaining to utility easements, right of way easements, and other easements for the benefit or use of the public or that do not impose any monetary obligations, has been made available to Parkway. (iv) Cousins or any Subsidiary of Cousins (A) have not received written notice of any structural defects, or violation of Law, relating to any Cousins Property which would have, or would reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would nothave, individually or in the aggregate, a Cousins Material Adverse Effect and (B) have not received written notice of any physical damage to any Cousins Property which would have, or would reasonably be expected to have, individually or in the aggregate, a Cousins Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue. (v) Except for secured loan documents entered into in the ordinary course of business or as otherwise set forth on Section 3.2(o)(v) of the Cousins Disclosure Letter, there are no written agreements which restrict Cousins or any Subsidiary of Cousins from transferring any of the Cousins Properties, and none of the Cousins Properties is subject to any restriction on the sale or other disposition thereof (other than rights of first offer or rights of first refusal or tenant options as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Cousins Material Adverse Effect) or on the financing or release of financing thereon. (vi) Cousins and the Subsidiaries of Cousins have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of Cousins included in the Cousins SEC Documents (except as since sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Cousins Material Adverse Effect. Table of Contents (vii) Except as set forth on Section 3.2(o)(vii) of the Cousins Disclosure Letter or otherwise for discrepancies, errors or omissions that, individually or in the aggregate, have not had and would not reasonably be expected to have an SPE a Cousins Material Adverse Effect, (1) to the knowledge rent rolls for each of the SPECousins Properties, neither dated as of April 1, 2016, which rent rolls have previously been made available to Parkway by or on behalf of Cousins or any of its Subsidiaries, correctly (A) reference each Cousins Lease that was in effect as of April 1, 2016 and to which Cousins or any of its Subsidiaries are parties as lessors or sublessors with respect to each of the SPEapplicable Cousins Properties, nor and (B) identify the rent currently payable and security deposit amounts currently held under the Cousins Leases as of April 1, 2016. All security deposits have been held by Cousins or one of its SPE SubsidiarySubsidiaries, nor as applicable, in all material respects in accordance with Law and the applicable Cousins Leases. (viii) True and complete in all material respects copies of all ground leases pursuant to which Cousins or any other party to any Lease, of its Subsidiaries is in breach or default the lessee of any such Lease, (2) to the knowledge Cousins Property as of the SPEdate hereof, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other eventsamendments, constitute a default under any Leasemodifications, supplements, renewals and extensions related thereto, have been made available to Parkway on or would permit termination, modification or acceleration under such Lease, and (3) prior to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitydate hereof.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE Neither Seller nor any SPE Subsidiary shall take of its Subsidiaries owns or omit to take has ever owned any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyreal property. (b) Except for matters that would notSection 5.16(b) of the Seller Disclosure Schedule sets forth a complete and accurate list of all real property leased, subleased or licensed by Seller or any of its Subsidiaries (collectively “Seller Leases”) and the location of the premises. Neither Seller nor any of its Subsidiaries nor, to Seller’s knowledge, any other party to any Seller Lease, is in default under any of the Seller Leases, except where the existence of such defaults, individually or in the aggregate, has not had, and would not reasonably be expected to have an SPE result in, a Seller Material Adverse Effect, to the knowledge . Each of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term Seller Leases is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effecteffect and is enforceable against Seller or the applicable Subsidiary, subject as the case may be, and, to applicable bankruptcySeller’s knowledge, insolvencyagainst each other party thereto, moratorium in accordance with its terms and shall not cease to be in full force and effect as a result of the transactions contemplated by this Agreement. Neither Seller nor any of its Subsidiaries leases, subleases or licenses any real property to any Person other similar Laws relating than Seller and its Subsidiaries. Seller has made available to creditors’ rights Parent complete and general principles accurate copies of equityall Seller Leases. (c) To the knowledge Except as set forth in Section 5.16 of the SPESeller Disclosure Schedule, the machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by Seller or any of its Subsidiaries are, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as presently conducted, none and Seller and its Subsidiaries are in possession of the operation of the buildingsand have good title to, or valid leasehold interests in or valid rights under contract to use, such machinery, equipment, furniture, fixtures and other improvements comprising tangible personal property and assets that are material to Seller and its Subsidiaries, taken as a part whole, free and clear of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Lawall Encumbrances, except for such violations defects in title that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an SPE a Seller Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, would not reasonably be expected to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothave, individually or in the aggregate, a Parent Material Adverse Effect, the Parent and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets necessary to operate its business, including all property and assets reflected on the Parent Financial Statements or acquired after the Parent Balance Sheet Date, except as have been disposed of since the Parent Balance Sheet Date in the ordinary course of business. (b) Except as would not reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would nothave, individually or in the aggregate, a Parent Material Adverse Effect, (i) each lease, sublease or license, and all material amendments and modifications thereof as of the Original Agreement Date, with respect to any real property leased by or for the benefit of the Parent or any of its Subsidiaries (the “Parent Leased Real Property” and each such lease, sublease or license, a “Parent Real Property Lease”) is valid, binding, enforceable and in full force and effect with respect to the Parent or one of its Subsidiaries and, to the Knowledge of the Parent, to the counterparty thereto, (ii) neither the Parent nor any of its Subsidiaries, nor to the Parent’s Knowledge any other party to a Parent Real Property Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a material default under the provisions of such Parent Real Property Lease, and neither the Parent nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Parent Real Property Lease. (c) Except as has not had and would not reasonably be expected to have an SPE have, individually or in the aggregate, a Parent Material Adverse Effect, the Company has not received any written notice that all or any portion of Parent Leased Real Property is subject to any governmental order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of compensation therefor and, to the Knowledge of the Parent, no such order is threatened. (d) Except for matters that any Parent Permitted Liens and as set forth in Section 5.13(d) of the Parent Disclosure Schedule and except as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an SPE a Parent Material Adverse Effect, (1i) to there are no contractual or legal restrictions that prevent the knowledge Parent or any of its Subsidiaries from using any Parent Leased Real Property for its current use and (ii) all structures and other buildings on the Parent Leased Real Property are in good operating condition sufficient for the operation of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, Parent’s business and none of such structures or buildings is in breach need of maintenance or default of any such Leaserepairs except for ordinary, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Leaseroutine maintenance and repairs, and (3) to the knowledge of the SPE each of the leases (except for ordinary wear and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitytear.

Properties. (a) Except as set forth disclosed in Schedule 4.08(aSCHEDULES 4.5(C)(I) AND 4.5(C)(II), each Loan Party has good title to, or valid leasehold interests in, and the SPE right to use, all assets, including without limitation all assets reflected on its consolidated balance sheet as at December 29, 2001 or an SPE Subsidiary is acquired since that date (except assets sold or otherwise disposed of in the insured under ordinary course of business since that date), subject to no Liens except as permitted hereunder. Each Loan Party which operates in a policy Host Store or other third party retail location, whether pursuant to a Material Agreement or otherwise, owns all of title insurance the Inventory and other Collateral purportedly owned by it as reflected in the owner of, and, financial statements delivered to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate Lenders from time to time hereunder (or, including without limitation all such Collateral included in the case of certain PropertiesBorrowing Base), and all proceeds thereof, notwithstanding the leasehold estate fact that such Inventory, other Collateral and proceeds thereof may be located in a Host Store or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyother third party retail location. (b) Except Each Loan Party owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Loan Parties does not infringe upon the rights of any other Person, except for matters that would notany such infringements that, individually or in the aggregate, would not reasonably be expected to have an SPE result in a Material Adverse Effect. As of the Effective Date, all trademarks or service marks owned by any Loan Party are owned by either Apache Minnesota ▇▇▇▇ ▇▇▇▇, Inc., Footstar Corporation, Athletic Attic of Texas, Inc. or Nevada Feet, Inc. and all patents owned by any of the Loan Parties are owned by Footstar Corporation. As of the Effective Date, the only Loan Parties which need to be a signatory to the knowledge Trademark Security Agreement are Apache Minnesota ▇▇▇▇ ▇▇▇▇, Inc., Footstar Corporation, Athletic Attic of Texas, Inc. and Nevada Feet, Inc., and the Borrowers shall not permit any other Loan Parties to register or own any trademarks or service marks unless such Loan Parties become parties to the Trademark Security Agreement pursuant to an instrument reasonably acceptable to the Agents. As of the SPEEffective Date, (1) neither the SPEonly Loan Party which needs to be a signatory to the Patent Security Agreement is Footstar Corporation, nor any SPE Subsidiary, nor and the Borrowers shall not permit any other party Loan Parties to register or own any material agreement affecting any Property (other than a Lease (as patents unless such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without Loan Parties become parties to the passage of time or Patent Security Agreement pursuant to an instrument reasonably acceptable to the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityAgents. (c) To SCHEDULE 4.5(C)(I) sets forth the knowledge address (including county) of all Real Estate that is owned by the Loan Parties as of the SPEEffective Date, as presently conducted, none together with a list of the operation holders of any mortgage or other Lien thereon. SCHEDULE 4.5(C)(II) sets forth the address (including county) of all Real Estate that is leased by the Loan Parties as of the buildingsEffective Date, fixtures and other improvements comprising together with a part list of the Properties is in violation names and addresses of any applicable building code, zoning ordinance or other “land use” Law, except the Landlords for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effectleased properties if used as distribution centers. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge No Inventory is directly purchased from any Person by any of the SPESubsidiaries (other than directly by Footstar Corporation in accordance with the Borrowing Order). No Subsidiaries incur any Indebtedness or trade liabilities or vendor payables with respect to their respective Inventory or otherwise, neither the SPE, nor its SPE Subsidiary, nor any other party except (i) liabilities arising out of store leases and utility services to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Leasestore, and (3ii) trade liabilities owed to Footstar Corporation for such Inventory. No post-Petition trade payables owed by any Loan Party with respect to third party warehousemen are past due. (e) The only business of Footstar HQ, LLC is and shall remain the knowledge business of owning the SPE each of the leases (Real Estate located in Mahwah, New Jersey. Footstar HQ, LLC does not and all amendments thereto or modifications thereof) to which the SPE or will not engage in any SPE other business activities and does not and will not hold any other assets. Each Rite Aid East Coast Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityshall remain an Unrestricted Subsidiary.

Properties. (ai) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy Acacia FSB and each of its Subsidiaries has good and marketable title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property all real property owned by the SPE it (including any property acquired in a judicial foreclosure proceeding or an SPE Subsidiaryby way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) Liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which Acacia FSB or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect and neither Acacia FSB nor any of its Subsidiaries, nor, to Acacia FSB’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. Acacia FSB has previously delivered to Buyer a complete and correct copy of each such lease. All real property owned or leased by Acacia FSB or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform with all applicable ordinances, regulations and zoning laws and are considered by Acacia FSB to be adequate for the current business of Acacia FSB and its Subsidiaries. To the knowledge of Sellers, none of the buildings, structures or other improvements located on any real property owned or leased by Acacia FSB or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. Acacia FSB and its Subsidiaries, as lessee, have the right under valid and enforceable leases of the real properties used by Acacia FSB and its Subsidiaries in the conduct of their businesses to occupy or use all such properties as presently occupied and used by each of them. (ii) Acacia FSB and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and such Liens, if any, given that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to secure mortgage indebtedness encumbering personal property used in the business of Acacia FSB and its Subsidiaries that is leased rather than owned, neither Acacia FSB nor any of its Subsidiaries is in default under the terms of any such Propertylease. (biii) Except for matters that would notWith respect to all agreements pursuant to which Acacia FSB or any of its Subsidiaries has purchased securities subject to an agreement to resell, individually if any, Acacia FSB or such Subsidiary, as the case may be, has a valid, perfected, first priority lien or security interest in the aggregatesecurities or other collateral securing the repurchase agreement, reasonably be expected to have an SPE Material Adverse Effect, to and the knowledge value of such collateral equals or exceeds the amount of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equitydebt secured thereby. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (ai) Except as set forth on Schedule 4.12 annexed hereto, the Companies have good and marketable title to all properties and assets reflected on the Balance Sheet (except properties and assets sold or otherwise disposed of in Schedule 4.08(athe ordinary course of business and consistent with their prior practice after the date of the Balance Sheet), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time Except as set forth on Schedule 4.12, all properties of the merger contemplated herebyCompanies (whether owned, neither leased or subleased) are in compliance with all material applicable laws, statutes, rules and regulations (including, without limitation, building, zoning and environmental laws) and all material covenants, conditions, restrictions or easements affecting the SPE nor properties or their use or occupancy, and no notices of any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertymaterial violations thereof have been received. (bii) Except for matters that would not, individually Each of the leases and subleases (the "Leases") under which properties are leased or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, subleased to the knowledge of Companies (the SPE"Leased Property") is executed, (1) neither the SPEunmodified, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. effect (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregateform delivered or made available to the Buyer), reasonably be expected to have and there are no other agreements, written or oral, between the Companies and any third parties claiming an SPE Material Adverse Effect. (d) Except for matters that would not, individually or interest in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to Companies' interest in the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Leased Property or otherwise affecting their use and occupancy thereof. Each sublease which constitutes a Lease, is in breach or default of any such Lease, (2) to permitted by the knowledge terms of the SPE, no event has occurred relevant prime lease or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Leasepermit, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto such prime lease or modifications thereof) to which the SPE or any SPE Subsidiary permit is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect. A description of each Lease (including, subject to applicable bankruptcywithout limitation, insolvencythe identity of the leased property, moratorium the landlord, the term and the monetary terms, including rental payments) is set forth in Schedule 4.12. The Companies are not in default under any of the Leases, and no material defaults (whether or not subsequently cured) by the Companies have been alleged thereunder. Each lessor and sublessor named in any of the Leases is not in default thereunder, and no defaults (whether or not subsequently cured) by such lessor have been alleged thereunder. (iii) All of the Personal Property is in good condition and repair, ordinary wear and tear excepted. (iv) Except as set forth on Schedule 4.12, no facilities, services or employees shared with any other similar Laws relating to creditors’ rights Person are used in connection with the business and general principles operations of equitythe Companies.

Properties. (a) Except Each of the Parent and its Subsidiaries has good and merchantable title to, or a validly subsisting leasehold interest in, all properties owned or leased by it, including all property reflected in the consolidated pro forma balance sheet (after giving effect to the Transaction) referred to in Section 6.05(a) (except as set forth sold or otherwise disposed of since the date of such balance sheet in Schedule 4.08(athe ordinary course of business or as permitted by Section 8.02), free and clear of all Liens, other than (i) as referred to in the SPE consolidated balance sheets or an SPE in the notes thereto or in the pro forma balance sheet in each case referred to in Section 6.05(a) or (ii) otherwise permitted by Section 8.01. Schedule IV, Part A contains a true and complete list of each parcel of Real Property owned by the Parent and each of its Subsidiaries on the Third Restatement Effective Date, and the type of interest therein held by the Parent and/or its Subsidiaries. Schedule IV, Part B contains a true and complete list of each Real Property leased or subleased (including each Master Lease) by the Parent and each of its Subsidiaries on the Third Restatement Effective Date, and the type of interest therein held by the Parent and/or its Subsidiaries. (b) Each Lease (including, without limitation, each Master Lease and Business Center Agreement) is valid and in full force and effect and none of the Parent, the Borrower, or any Subsidiary is the insured in default under a policy of title insurance as the owner of, any such Lease and, to the knowledge of the SPEParent or the Borrower, the SPE other party or an SPE Subsidiary is the owner of, the fee simple estate (or, parties thereto are not in the case default of certain Properties, the leasehold estate its or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens their obligations thereunder except for Permitted Liens. Prior to the effective time defaults set forth on Part C of the merger contemplated herebySchedule IV, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would notwhich defaults, individually or in the aggregate, reasonably be expected to shall not have an SPE a Material Adverse Effect. The Parent, the Borrower and/or each Subsidiary is in possession of all the Real Property except with respect to portions thereof subleased to third parties pursuant to a Business Center Agreement in the ordinary course of business and in accordance with the provisions of the applicable Security Documents. As of the Third Restatement Effective Date, all Leases to which the Parent or any of its Subsidiaries is a party are legal, valid and binding obligations of the Parent or such Subsidiary and, to the knowledge of the SPEParent and each of its Subsidiaries, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, lessor and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or each other similar Laws relating to creditors’ rights and general principles of equityPerson which is a party thereto. (c) To Part C of Schedule IV sets forth a true and accurate list of all Real Property leased or subleased (including, without limitation, all Master Leases) by the knowledge Parent, the Borrower and the Subsidiaries that require the consent of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected landlord thereunder to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.the

Properties. (a) Except as set forth Section 5.16(a) of the Company Disclosure Schedule lists all real property leased or subleased to or by Company or any of its Subsidiaries. With respect to each lease and sublease for the properties listed in Schedule 4.08(a)Section 5.16(a) of the Company Disclosure Schedule: (i) the lease or sublease is a valid, the SPE binding and enforceable obligation of Company or an SPE Subsidiary is the insured under a policy of title insurance its Subsidiary, as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effectmay be, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity; (ii) neither Company nor any of its Subsidiaries, nor to the knowledge of Company, any other party, is in material default under, any such lease or sublease, and to the knowledge of the Company, no event has occurred, is pending or, to the knowledge of Company, is threatened, which, after the giving of notice or the lapse of time or both, would constitute a material default by Company or any of its Subsidiaries, or to the knowledge of Company, any other party under such lease or sublease; (iii) neither Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (iv) Company and its Subsidiaries enjoy peaceful and undisturbed possession under such lease or sublease, and there are no Encumbrances applicable to the real property subject to such lease or sublease, except for Permitted Encumbrances. (cb) To the knowledge of the SPECompany, as presently conducted, none of the operation of the buildings, fixtures Company and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually its Subsidiaries own good title (or in the aggregatecase of leased property, reasonably be expected a valid leasehold interest), free and clear of all Encumbrances to have an SPE Material Adverse Effect. all personal property and other non-real estate assets, in all cases excluding Intellectual Property Assets, necessary to conduct the business of Company as currently conducted, except with respect to assets other than Intellectual Property Assets, for (di) Except for matters that would not, individually or Encumbrances reflected in the aggregate, reasonably be expected to have an SPE Material Adverse EffectCompany Financial Statements, (1ii) Encumbrances or imperfections of title that do not materially interfere with the present use of the assets subject thereto or affected thereby, (iii) Encumbrances for current Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable, (v) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the leased real property which are not violated by the current use and operation thereof, (vi) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the knowledge leased real property which do not materially impair the occupancy or use of thereof for the SPE, neither purposes for which it is currently used by the SPE, nor Company or any of its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such LeaseSubsidiaries, and (3vii) to the knowledge Encumbrances caused by a third-party owner or lessor of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject leased real property (collectively, “Permitted Encumbrances”). Company and its Subsidiaries, as lessees, have the “Leases”) is right under valid and binding subsisting leases to use, possess and in full force control all personal property leased by Company or its Subsidiaries as now used, possessed and effectcontrolled by Company or its Subsidiaries, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityas applicable.

Properties. (a) Except Borrower agrees that (i) it will not, and will not permit any Eligible Property Owner to sell, transfer or otherwise dispose of any Property other than in the ordinary course of business and subject to Section 7.39 herein and in accordance with the Asset Management Standard, without the written consent of Administrative Agent and (ii) it will not and will not permit any Eligible Property Owner to create or suffer to exist any Lien upon any Property, or pledge, option or otherwise encumber any Property, whether now owned or hereafter acquired, other than pursuant to or permitted by the Loan Documents, including any Permitted Encumbrances. In addition, Borrower agrees that: (i) it will not and will not permit any Eligible Property Owner to create, incur, assume or suffer to exist any Indebtedness (other than pursuant to this Loan Agreement) or Guarantee obligation (other than pursuant to the Loan Documents); (ii) it will not and will not permit any Eligible Property Owner to create, incur or permit to exist, or permit or allow others to create, incur or permit to exist, any Lien, security interest or claim on or to any of its property, other than the Liens in favor of Administrative Agent and Permitted Encumbrances; (iii) it will not and will not permit any Eligible Property Owner to consummate any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) or sell all or substantially all of its assets other than pursuant to a transaction permitted under Section 7.04 or the proceeds of which are used to repay Advances as set forth provided hereunder; (iv) it will not and will not permit any Eligible Property Owner to make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in Schedule 4.08(a(any of the foregoing, an “Investment”), any Person; (v) it will not and will not permit any Eligible Property Owner to amend its certificate of formation or limited liability company agreement, limited partnership agreement, certificate of incorporation or by-laws or other similar organizational or constitutive documents without the SPE or an SPE Subsidiary is the insured under a policy prior written consent of title insurance as the owner ofAdministrative Agent, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, and in the case of certain Propertiesany such amendments which are material and adverse to the Lenders, the leasehold estate or prior written consent of the tenancy-in-common estate) Required Lenders; provided, that any changes to the Property owned by Special Purpose Entity provisions of such Governing Documents shall require the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time approval of the merger contemplated herebySupermajority Lenders in their sole discretion; (vi) it will not form any Subsidiaries other than the Eligible Property Owners; or (vii) it will not and will not permit any Eligible Property Owner to engage in or transact any business or operations other than the acquisition, neither operation and disposition of Properties or any acquisition and operation of real estate owned properties so long as such other real estate owned properties are subject to this Loan Agreement and the SPE nor any SPE Subsidiary other Loan Documents, and the ownership thereof, the sale thereof, and activities incidental thereto. Borrower and each Eligible Property Owner shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Propertyat all times be a Special Purpose Entity. (b) Except Borrower shall maintain the Properties in at least the condition received (reasonable wear and tear excepted) and promptly repair any damage or casualty (except to the extent that Asset Manager reasonably has determined in accordance with the Asset Management Standard, not to apply the related insurance proceeds or condemnation awards to the repair or restoration of the Property, in which event such unapplied proceeds shall be included in Income for matters purposes hereof or the subservicer determines in accordance with the Asset Management Standard that would not, individually or in such repair is not required to be made and that the aggregate, reasonably be expected failure to make such repair will not have an SPE Material Adverse Effect, to adverse effect upon the knowledge value or habitability of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property). Borrower shall permit Administrative Agent (at the direction of Required Lenders) and its agents, is in breach or default of any such agreementrepresentatives and employees, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of upon reasonable prior notice, or bothat Lender’s cost, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting inspect any Property required for and conduct such environmental and engineering studies as Administrative Agent may require; provided, that such inspections and studies do not materially and unreasonably interfere with the continued use, occupancy, management, leasing use and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityProperty. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Beta Material Adverse Effect, Beta or a Subsidiary of Beta owns and has good title to all of its tangible personal property and has valid leasehold interests in all of its leased properties (the “Leased Real Property”) necessary to conduct their respective businesses as currently conducted, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (except in all cases for those permissible under any applicable loan agreements and indentures and for title exceptions, defects, encumbrances, liens, charges, restrictions, restrictive covenants and other matters, whether or not of record, which in the aggregate do not materially affect the continued use of the property for the purposes for which the property is currently being used), assuming the timely discharge of all obligations owing under or related to the knowledge owned real property, the tangible personal property and the leased property. No representation is made under this Section 4.17 with respect to any intellectual property or intellectual property rights, which are the subject of Section 4.18. Except as set forth on Section 4.17 of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (Beta Disclosure Letter or except as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Beta Material Adverse Effect, (1i) each lease with respect to the knowledge of the SPELeased Real Property (each, neither the SPE, nor its SPE Subsidiary, nor any other party to any a “Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding legal, valid, binding, enforceable and in full force and effect, subject (ii) Beta’s or a Subsidiary of Beta’s possession and quiet enjoyment of the leased real property under such Lease has not been disturbed, and to applicable bankruptcyBeta’s knowledge, insolvencythere are no disputes with respect to each such Lease; and (iii) neither Beta, moratorium a Subsidiary of Beta nor any other party to the Lease is in breach or other similar Laws relating to creditors’ rights default under such Lease, and general principles no event has occurred or circumstance exists which, with the delivery of equitynotice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease.

Properties. (a) Except as set forth Each Owned Property or Leased Property and the use thereof comply in Schedule 4.08(a)all material respects with all applicable Requirements of Law, the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner ofincluding, andwithout limitation, building and zoning ordinances and codes and Prescribed Laws, except to the knowledge extent that the failure to so comply is not reasonably expected to have an Individual Property Material Adverse Effect. The Borrower has not committed any act which may give any Governmental Authority the right to cause the Borrower to forfeit any Mortgaged Property or any part thereof or any monies paid in performance of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time Borrower's obligations under any of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such PropertyLoan Documents. (b) Except To the best knowledge of the Borrower, with respect to matters pending prior to the date of acquisition of any Mortgaged Property, no Condemnation or other proceeding has been commenced or, to the Borrower's actual knowledge, is contemplated with respect to all or any portion of any Owned Property or Leased Property or for matters the relocation of roadways providing access to such Owned Property or Leased Property, except any such Condemnation proceeding which is not reasonably expected to have an Individual Property Material Adverse Effect. (c) Each Owned Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Mortgaged Property. (d) To the best knowledge of the Borrower, there are no pending or, to the actual knowledge of the Borrower, proposed special or other assessments to be paid by the Borrower for public improvements or otherwise affecting any Owned Property or, to the extent applicable, Leased Property, nor to the actual knowledge of the Borrower, are there any contemplated improvements to such Owned Property or Leased Property that would notmay result in such special or other assessments. (e) Each Mortgage creates a valid assignment of, individually or a valid security interest in, certain rights under the leases on the applicable Mortgaged Property, subject only to a license granted to the Borrower or any Subsidiary of the Borrower to exercise certain rights and to perform certain obligations of the lessor under such leases, including the right to operate such Mortgaged Property. No Person other than the Lender has any interest in or assignment of such leases or any portion of the rents due and payable or to become due and payable thereunder other than rent-sharing agreements with lessors that may arise from time to time. (f) All permits and approvals, including without limitation, certificates of occupancy required by any Governmental Authority for the use, occupancy and operation of each Owned Property or Leased Property in the aggregatemanner in which such Owned Property or Leased Property is currently being used, occupied and operated have been obtained and are in full force and effect, except to the extent that a failure to comply with this Section 4.26(f) could not reasonably be expected to have an SPE Individual Property Material Adverse Effect with respect to such Owned Property or Leased Property or a Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (cg) To the knowledge All of the SPEimprovements which were included in determining the insured value of each Mortgaged Property lie wholly within the boundaries and building restriction lines of such Mortgaged Property, as presently conductedand no improvements on adjoining properties encroach upon such Mortgaged Property, none and no easements or other encumbrances affecting such Mortgaged Property encroach upon any of the operation improvements, except those which are insured against by title insurance in favor of the buildings, fixtures and other improvements comprising a part of Lender or except to the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations extent that would not, individually or in the aggregate, failure to comply with this Section 4.26(g) could not reasonably be expected to have an SPE Individual Property Material Adverse Effect with respect to such Mortgaged Property or a Material Adverse Effect. (dh) Except for matters that would notAll transfer taxes, individually deed stamps, intangible taxes or other amounts in the aggregatenature of transfer taxes required to be paid under applicable Requirements of Law in connection with the transfer of each Owned Property or, to the extent applicable, Leased Property to the Borrower or its Subsidiaries have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Requirements of Law in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgages, have been paid or are being paid therewith. All taxes and governmental assessments due and owing in respect of each Owned Property or, to the extent applicable, Leased Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the title insurance policy to be issued in connection with the Mortgages. (i) All public utilities necessary to the continued use and enjoyment of each Mortgaged Property as presently used and enjoyed are located in the public right-of-way abutting such Mortgaged Property or are the subject of access or utilities easements of record for the benefit of such Mortgaged Property and insured under the title insurance policy in favor of the Lender for such Mortgaged Property except to the extent the failure to be subject to such easements or to be so insured would not reasonably be expected to have an SPE a Material Adverse Effect, (1) to . All paved or unpaved roads necessary for the knowledge full utilization of the SPE, neither Mortgaged Property for its current purpose have been completed and dedicated to public use and accepted by all governmental authorities or are the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default subject of any access easements for the benefit of such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityMortgaged Property.

Properties. (a) Except Section 4.16(a) of the Company Disclosure Letter sets forth a list of the address of each real property owned, leased (as set forth in Schedule 4.08(alessee or sublessee), including ground leased, by the SPE Company or an SPE any Company Subsidiary is as of the insured date of this Agreement (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as a policy of title insurance “Company Property” and collectively referred to herein as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain “Company Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property”). (b) Except The Company or a Company Subsidiary owns good and marketable fee simple title or leasehold title (as applicable) to each of the Company Properties, in each case, free and clear of Liens, except for matters Company Permitted Liens that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an SPE a Company Material Adverse Effect. For the purposes of this Agreement, “Company Permitted Liens” shall mean any (i) Liens relating to any Indebtedness incurred in the ordinary course of business consistent with past practice, (ii) Liens that result from any statutory or other Liens for Taxes or assessments that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of the Company (if such reserves are required pursuant to GAAP), (iii) any Company Material Contracts or other service contracts, management agreements, leasing commission agreements, agreements or obligations set forth in Section 4.16(l) of the Company Disclosure Letter, or Company Leases or ground leases or air rights affecting any Company Property, (iv) Liens imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Liens that are disclosed on the existing Company Title Insurance Policies made available by or on behalf of the Company or any Company Subsidiary to Parent prior to the knowledge date hereof and, with respect to leasehold interests, Liens on the underlying fee or leasehold interest of the SPEapplicable ground lessor, lessor or sublessor, (1vi) neither any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Liens imposed by Law and incurred in the SPE, nor any SPE Subsidiary, nor any other party ordinary course of business consistent with past practice that are not yet subject to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time penalty or the giving validity of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Lienswhich is being contested in good faith by appropriate proceedings, and (3vii) all agreements affecting any other Liens that do not materially impair the value of the applicable Company Property required for or the continued use, occupancy, management, leasing use and operation of such the applicable Company Property (exclusive of space Leases) are valid as currently used and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityoperated. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (ai) Except as set forth in Schedule 4.08(aThe Company and its Subsidiaries have good and marketable title to, valid leasehold interests in, or valid licenses to use, all property and assets of the Company and its Subsidiaries (including the property and assets of the CSD), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens Liens, except for Permitted Liensas described on SCHEDULE 3(Q) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Prior to the effective time All such properties and assets are in good working order and condition, ordinary wear and tear excepted. SCHEDULE 3(Q) sets forth a complete and accurate list of the merger contemplated herebylocation, neither by state and street address, of all real property owned, licensed or leased by the SPE nor any SPE Company and its Subsidiaries and identifies the interest (fee, leasehold or license) of the Company or Subsidiary shall take therein. The Company or omit its Subsidiaries has valid leasehold interests in the leases described on SCHEDULE 3(Q) to take any action which it is a party. True, complete and correct copies of each such lease have been delivered to cause any Lien each of the Buyers (or its representatives). SCHEDULE 3(Q) sets forth with respect to attach to any Propertyeach such lease, except for Permitted Liens and Liensthe commencement date, termination date, renewal options (if any, given to secure mortgage indebtedness encumbering ) and annual base rents. Each such Property. (b) Except for matters that would not, individually or lease is valid and enforceable in accordance with its terms in all material respects and is in full force and effect. To the aggregate, reasonably be expected to have an SPE Material Adverse Effect, to the best knowledge of the SPECompany, no other party to any such lease is in default of its obligations thereunder, and none of the Company or any of its Subsidiaries (1) neither the SPE, nor any SPE Subsidiary, nor or any other party to any material agreement affecting such lease) has at any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach time delivered or received any notice of default of which remains uncured under any such agreement, (2) lease and no event has occurred which, with the giving of notice or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, would constitute a default under any such agreementlease. (ii) All Permits material to the Company or its Subsidiaries required to have been issued to the Company or its Subsidiaries with respect to the real property owned, licensed or would, individually leased by the Company or together with any of its Subsidiaries to enable such property to be lawfully occupied and used for all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or purposes for which it is currently occupied and used (separate and apart from any SPE Subsidiaryother properties), except for Permitted Liens, have been lawfully issued and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to effect and all such real property complies with all applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights Legal Requirements and general principles of equityPolicies covering such properties in all material respects. (ciii) To Neither the knowledge Company nor any of the SPEits Subsidiaries have received any notice, as presently conductednor has any knowledge, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building codepending, zoning ordinance threatened or other “land use” Lawcontemplated condemnation proceeding affecting any real property owned, except for such violations that would not, individually licensed or in leased by the aggregate, reasonably be expected to have an SPE Material Adverse EffectCompany or any Subsidiary. (div) Except for matters that would notNo portion of any real property owned, individually licensed or in leased by the aggregateCompany or any of its Subsidiaries has suffered any damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its condition existing prior to such casualty. No portion of any improvements (other than paving, reasonably be expected to have an SPE Material Adverse Effect, (1parking and landscaped areas) to the knowledge constructed on any of the SPEreal property owned, neither licensed or leased by the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE Company or any SPE Subsidiary of its Subsidiaries is located in a party or special flood hazard area as designated by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityGovernmental Authority.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge Each of the SPEBorrower and its Subsidiaries has good title to, the SPE or an SPE Subsidiary is the owner ofvalid leasehold interests in, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) all its real and personal property material to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Propertyits business, except for Permitted Liens and Liens, if any, given minor defects in title that do not materially interfere with its ability to secure mortgage indebtedness encumbering conduct its business as currently conducted or to utilize such Property.properties for their intended purposes. ​ ​ ​ (b) Except Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for matters that would notany such infringements that, individually or in the aggregate, could not reasonably be expected to have an SPE result in a Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge As of the SPEEffective Date, as presently conducted, none each Subsidiary of the operation Borrower, including its ownership, is described on Schedule 3.05 hereto, and each Subsidiary that is an Unrestricted Subsidiary as of the buildings, fixtures and other improvements comprising a part Effective Date is designated as such on Schedule 3.05 hereto. Each Subsidiary of the Properties is Borrower has and will have all requisite power to own or lease the properties material to its business and to carry on its business as now being conducted and as proposed to be conducted. All outstanding shares of Equity Interests of each class of each Subsidiary of the Borrower have been and will be validly issued and are and will be fully paid and nonassessable and, except as otherwise indicated in violation Schedule 3.05 hereto or disclosed in writing to the Administrative Agent and the Lenders from time to time, are and will be owned, beneficially and of record, by the Borrower or another Subsidiary of the Borrower, free and clear of any applicable building codeLiens other than Liens permitted under this Agreement. (d) As of the Effective Date, zoning ordinance there are no restrictions on the Borrower or any of its Subsidiaries which prohibit or otherwise restrict the transfer of cash or other “land use” Lawassets from any Subsidiary of the Borrower to the Borrower, except for such violations that would notother than (i) prohibitions or restrictions existing under or by reason of this Agreement or the other Loan Documents, (ii) prohibitions or restrictions existing under or by reason of applicable requirements of law and (iii) other prohibitions or restrictions which, either individually or in the aggregate, have not had, or could not reasonably be expected to have an SPE have, Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in on Schedule 4.08(a)4.14, the SPE or an SPE Subsidiary is the insured under a policy of Triad and Global has good and valid title insurance as the owner of, and, to the knowledge all of the SPEproperties and assets, reflected on the SPE Financial Statements as owned by it or an SPE Subsidiary is the owner ofthereafter acquired, the fee simple estate (or, except properties or assets sold or otherwise disposed of in the case ordinary course of certain Propertiesbusiness, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of any and all Liens except mortgages, liens (excluding liens for Permitted Liens. Prior to the effective time of the merger contemplated herebycurrent Taxes, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Propertyas defined in subparagraph 4.17, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would nothereof), individually or pledges, claims, charges and encumbrances of any nature whatsoever. All plants, structures and equipment which are utilized in the aggregateBusiness, reasonably be expected to have an SPE Material Adverse Effect, or are material to the knowledge condition (financial or otherwise) of Triad or Global are owned or leased by Triad or Global. Neither Triad nor Global owns any real property. Neither Triad nor Global is a party to, or under any agreement to become a party to, any lease with respect to real property other than the leases listed in Schedule 4.14 (the "Leases"), copies of which have been provided to the Purchasers. Each Lease is in good standing, creates a good and valid leasehold estate in the property thereby demised and is in full force and effect without amendment, except as disclosed in Schedule 4.14. With respect to each Lease (i) all rents and additional rents have been paid, (ii) no waiver, indulgence or postponement of the SPElessee's obligations has been granted by the lessor, (1iii) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) there exists no event has occurred of default or has been threatened in writingevent, which occurrence, condition or act (including the completion of the transactions contemplated by this Agreement) which, with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage lapse of time or the giving happening of noticeany other event or condition, or both, would, individually or together with all such other events, constitute would become a default under any Lease, or would permit termination, modification or acceleration under such the Lease, and (3iv) to the best knowledge of the SPE each Shareholders, all of the leases covenants to be performed by any party (other than either Triad or Global) under the Lease have been fully performed. Schedule 4.14 contains a list of all of the Leases setting out, in respect of each Lease, a description of the leased premises (by municipal address and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectivelyproper legal description), the “Leases”) is valid term of the Lease, the rental payments under the Lease (specifying any breakdown of base rent and binding additional rents), any rights of renewal and in full force the term thereof, and effectany restrictions on assignment or change of control of Triad or Global, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityas the case may be.

Properties. (ai) Neither the Company nor any of its Subsidiaries owns any real property. Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, for any exceptions to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would following as could not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse EffectEffect on the Company: (i) each of the Company and its Subsidiaries has valid leasehold interests in the real property leased (as landlord or as tenant) by or from it (the “Leased Real Property”), free and clear of all Liens other than Permitted Liens (as defined in Section 8.11(e)); (ii) all leases pursuant to which the Company or any of its Subsidiaries leases (as landlord or as tenant) any Leased Real Property are in full force and effect and grant in all respects the leasehold estates or rights of occupancy or use they purport to grant; and (iii) the Company and its Subsidiaries have not received any notice of any default either on the part of the Company or any of its Subsidiaries under any such lease and, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPECompany, no event has occurred or has been threatened in writingwhich, which with or without the passage of time notice or the giving lapse of noticetime, or both, would, individually or together with all such other events, would constitute a default on the part of the Company or any of its Subsidiaries under any Leaseof such leases. (ii) The Company and each Subsidiary owns or leases all tangible and intangible personal Property required to conduct its business in the ordinary and usual course of its business consistent with past practices. The Company and each Subsidiary has good and valid title to, or would permit terminationa valid leasehold interest in, modification all tangible and intangible personal property used by it, free and clear of all encumbrances of any nature whatsoever other than (A) Permitted Liens, (B) liens arising under Securitization Transaction Documents and (C) liens arising under other financing documents of the Company or acceleration under such Leaseany Subsidiary, each of which documents is listed in Section 3.1(u) of the Company Disclosure Schedule and a true and correct copy of each of which (including all schedules listing the assets subject thereto) has been provided to Parent, and (3) a true and correct copy of each amendment to any such document or such schedules, or of any document or schedules thereto required to be added to such list in the knowledge Company Disclosure Schedule, in each case after the date hereof, will be provided to Parent. All such tangible personal property is in sufficient operating condition to continue the operations of the SPE Company and each Subsidiary in the ordinary and usual course of its business consistent with past practices. Upon consummation of the Merger, the Company and its Subsidiaries will be entitled to continue to use all tangible personal property employed by any of them in the conduct of their respective businesses as conducted as of the Effective Date without the payment of any amounts by the Company or Parent and without obtaining any consent or waiver that is either required or advisable. All leases (and all amendments thereto or modifications thereof) to of tangible personal property of which the SPE Company or any SPE Subsidiary is a party the lessee or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and obligor are in full force and effecteffect according to their terms and there are no outstanding defaults by the Company or any Subsidiary thereunder (nor are any of the other parties thereto in breach or default). Neither the Company nor any Subsidiary is obligated upon the occurrence of any condition or event to deposit or pledge any collateral to any Person pursuant to any agreement, subject to applicable bankruptcy, insolvency, moratorium contract or other similar Laws relating to creditors’ rights and general principles of equitycommitment.

Properties. (a) Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge Each of the SPEBorrower and its Subsidiaries has good title to, the SPE or an SPE Subsidiary is the owner ofvalid leasehold interests in, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) all its real and personal property material to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Propertyits business, except for Permitted Liens and Liens, if any, given minor defects in title that do not materially interfere with its ability to secure mortgage indebtedness encumbering conduct its business as currently conducted or to utilize such Propertyproperties for their intended purposes. (b) Except Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for matters that would notany such infringements that, individually or in the aggregate, could not reasonably be expected to have an SPE result in a Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge As of the SPEEffective Date, as presently conducted, none each Subsidiary of the operation Borrower, including its ownership, is described on Schedule 3.05 hereto, and each Subsidiary that is a Material Insurance Subsidiary or a Material Subsidiary is designated as such on Schedule 3.05 hereto. Each Subsidiary of the buildings, fixtures Borrower has and other improvements comprising a part will have all requisite power to own or lease the properties material to its business and to carry on its business as now being conducted and as proposed to be conducted. All outstanding shares of Equity Interests of each class of each Subsidiary of the Properties is Borrower have been and will be validly issued and are and will be fully paid and nonassessable and, except as otherwise indicated in violation Schedule 3.05 hereto or disclosed in writing to the Administrative Agent and the Lenders from time to time, are and will be owned, beneficially and of record, by the Borrower or another Subsidiary of the Borrower, free and clear of any applicable building codeLiens other than Liens permitted under this Agreement. (d) As of the Effective Date, zoning ordinance there are no restrictions on the Borrower or any of its Subsidiaries which prohibit or otherwise restrict the transfer of cash or other “land use” Lawassets from any Subsidiary of the Borrower to the Borrower, except for such violations that would notother than (i) prohibitions or restrictions existing under or by reason of this Agreement or the other Loan Documents, (ii) prohibitions or restrictions existing under or by reason of applicable requirements of law and (iii) other prohibitions or restrictions which, either individually or in the aggregate, have not had, or could not reasonably be expected to have an SPE have, Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a)As of the date of this Agreement, the SPE Perfection Certificate sets forth the address of each parcel of real property (or an SPE Subsidiary each set of parcels that collectively comprise one operating property) that is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE owned or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned leased by the SPE or an SPE Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such PropertyLoan Party. (b) Except Each of the Borrower and each of the Subsidiaries has good fee simple title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Estate Assets (including any Mortgaged Properties) and has good and marketable title to its personal property and assets, in each case, except for matters defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would notnot reasonably be expected to have a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than (i) Permitted Liens, (ii) Liens arising by operation of law and (iii) minor defects in title that do not materially interfere with the ability of Holdings and its Subsidiaries to conduct their businesses. (c) As of the Closing Date, no Responsible Officer of Holdings, the Borrower or any Subsidiary has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) To the knowledge of each Responsible Officer of the Borrower, as of the Closing Date, none of the Borrower or any Subsidiary is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein. (e) To the knowledge of each Responsible Officer of the Borrower, each of the Borrower and each of the Subsidiaries has complied with all obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (f) Each of the Borrower and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights and all licenses and rights with respect to the foregoing, necessary for the present conduct of its business, without any conflict with the rights of others, and free from any burdensome restrictions on the present conduct of its business, except where such failure to own, possess or hold pursuant to a license or such conflicts and restrictions would not reasonably be expected to have an SPE Material Adverse Effect, to the knowledge of the SPE, (1) neither the SPE, nor any SPE Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) To the knowledge of the SPE, as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would nothave, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, (1) to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth in Schedule 4.08(a)The Borrower and each of its Subsidiaries has good and marketable fee title to, or valid leasehold interests in, or other occupancy rights in, or good title to the SPE (direct or an SPE Subsidiary is the insured under a policy of title insurance as the indirect) owner of, andall Real Property material to its business, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens and irregularities, deficiencies and defects in title except for Permitted Liens. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or Schedule 1 contains a true and complete list of (A) all Real Property (i) owned in the aggregate, reasonably be expected to have an SPE Material Adverse Effect, to the knowledge fee by any Obligor as of the SPEClosing Date, (1ii) neither the SPEleased, nor subleased or otherwise occupied or utilized by any SPE SubsidiaryObligor, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property)lessee, is in breach sublessee, franchisee or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset licensee as of the SPE or any SPE Subsidiary, except for Permitted LiensClosing Date, and (3B) all agreements affecting any such Real Property required for described in the continued usepreceding clause (A) leased, occupancysubleased or otherwise occupied or utilized by any third party, managementas lessee, leasing and operation franchisee, or licensee, in each case as of the Closing Date (any such Property (exclusive of space Leases) are valid and binding and in full force and effectleases, subject to applicable bankruptcysubleases, insolvency, moratorium or other similar Laws relating to creditors’ rights occupancy agreements, the “Existing Leases”), and general principles describes the type of equityinterest therein held by such Person. (c) To The Mortgage does not encumber improved Real Property that is located in an area that has been identified by the knowledge Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the SPE, as presently conducted, none National Flood Insurance Act of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for 1968 unless flood insurance available under such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE Material Adverse EffectAct has been obtained. (d) Except for matters The Borrower and each of its Subsidiaries owns or has rights to use all of its respective material property and all rights with respect to any of the foregoing used in, necessary for, or material to the Borrower and such Subsidiary’s business (taken as a whole). The use by the Borrower and each of its Subsidiaries of its property and all such rights with respect to the foregoing do not infringe on the rights or other interests of any person, other than any infringement that would not, individually or in the aggregate, could not reasonably be expected to have an SPE result in a Material Adverse Effect. No claim has been made and remains outstanding that any of the Borrower’s or any of its Subsidiaries’ use of any of its property does or may violate the rights of any third party that has had, or could reasonably be expected to result in, a Material Adverse Effect. Each parcel of Real Property included in the Mortgaged Property is (or will be when and as required by applicable Legal Requirements) properly zoned in accordance with all applicable Legal Requirements as DELAYED DRAW TERM LOAN CREDIT AGREEMENT required to be used for its intended purpose (including as contemplated by the Loan Documents). The uses of the Real Property included in the Mortgaged Property and the operations of each of the Borrower’s and each of its Subsidiaries’ businesses do not violate in any material respect any provision of any applicable building codes, subdivision regulations, fire regulations, health regulations or building and zoning by-laws or other applicable Legal Requirements, except as may be disclosed on the PZR. (e) As of the Closing Date, there is no pending or, to the Borrower’s or any of its Subsidiaries’ knowledge, threatened, condemnation or eminent domain proceeding with respect to any of the Real Property included in the Mortgaged Property. (f) Each parcel of Real Property owned in fee and included in the Mortgaged Property as of the Closing Date is not taxed as part of the tax lot of any Real Property of any other person that is not the Borrower or one of its Subsidiaries. (i) Each parcel of Real Property included in the Mortgaged Property has adequate rights of access to public ways to permit such Real Property to be used for its intended purpose (including as contemplated under the Loan Documents) and is served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer, storm drain facilities and other public utilities including as necessary for the uses contemplated under the Loan Documents, (1ii) each parcel of Real Property included in the Mortgaged Property has adequate available parking to the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit termination, modification or acceleration under such Leasemeet legal and operating requirements, and (3iii) to no building or structure upon any Real Property included in the knowledge of the SPE each of the leases (and all amendments Mortgaged Property or any material appurtenance thereto or modifications equipment thereon, or the use, operation or maintenance thereof) , violates any restrictive covenant or encroaches on any easement or on any Real Property owned by others, in each case, which violation or encroachment materially interferes with the current use or could reasonably be expected to which materially adversely affect the SPE value of such building, structure or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityappurtenance.

Properties. (a) Except as set Schedule 4.11(a) sets forth a complete and accurate list and the address of all real property owned or leased by Buyer Sub, Office Flex I or Office Flex II or otherwise used by Buyer Sub, Office Flex I or Office Flex II in the conduct of their business or operations. That real property, together with the land at each address referenced in Schedule 4.08(a)4.11(a) and all buildings, structures and other improvements and fixtures located on or under such land and all easements, rights and other appurtenances to such land (each such property individually, a "Property" and collectively, the SPE "Properties"). To Buyer's knowledge Office Flex I or an SPE Subsidiary is the insured under a policy of Office Flex II owns good and indefeasible fee simple title insurance as the owner of, and, to the knowledge each of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear of all Liens any Liens, title defects, common restrictions or covenants, laws, ordinances or regulations affecting use or occupancy (including zoning regulations and building codes) or reservations of interests in title (collectively, "Property Restrictions"), except for (i) Permitted LiensLiens and (ii) Property Restrictions imposed or promulgated by law or by any Government Authority which are customary and typical for similar properties. Prior to the effective time To Buyer's knowledge, none of the merger contemplated herebyPermitted Liens interferes with, neither impairs, or is violated by the SPE nor present use, occupancy or operation (or if applicable, development) of any SPE Subsidiary shall take Property and none of the Property Restrictions interferes with, impairs, or omit to take is violated by, the existence of any action to cause any Lien to attach to building or other structure or improvement which constitutes a part of, or the present use, occupancy or operation (or, if applicable, development) of, any Property, except for Permitted Liens and Liensexcept, if anyin each such case, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters the extent that any interference, impairment or violation would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. (b) Except as described in Schedule 4.11(b), Buyer has no knowledge (i) that any currently required certificate, permit or license (including building permits and certificates of occupancy for tenant spaces) from any Government Authority having jurisdiction over any Property or any agreement, easement or other right that is necessary to permit the knowledge lawful use, occupancy or operation of the SPEexisting buildings, (1) neither the SPE, nor any SPE Subsidiary, nor any structures or other party to any material agreement affecting any Property (other than improvements that constitute a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default part of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE Properties or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for which are necessary to permit the continued use, occupancy, management, leasing lawful use and operation of such Property (exclusive any existing driveways, roads or other areas of space Leases) are valid ingress and binding egress to and from any of the Properties has not been obtained or is not in full force and effect, subject to applicable bankruptcyor of any pending threat of modification or cancellation of any of same, insolvencyor (ii) of any violation by any Property of any federal, moratorium state or other similar Laws relating to creditors’ rights and general principles of equity.municipal law, ordinance, (c) To the Buyer has no knowledge (i) that any condemnation, eminent domain or rezoning proceedings are pending or threatened with respect to any of the SPEProperties, (ii) except as presently conducteddescribed in Schedule 4.11(c), none that any road widening or change of grade of any road adjacent to any Property is underway or has been proposed, (iii) of any proposed change in the operation assessed valuation of the buildingsany Property other than customarily scheduled revaluations, fixtures and other improvements comprising a part (iv) of any special assessment made or threatened against any Property, or (v) that any of the Properties is subject to any so-called "impact fee" or to any agreement with any Government Authority to pay for sewer extension, oversizing utilities, lighting or like expenses or charges for work or services by such Government Authority, except, in violation the case of any applicable building codeeach of the foregoing, zoning ordinance or other “land use” Law, except for such violations to the extent that same would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. (d) To Buyer's knowledge, each of the Properties is an independent unit that does not rely on any facilities located on any property not included in such Property to fulfill any municipal or governmental requirement or for the furnishing to such Property of any essential building systems or utilities, other than facilities the benefit of which inures to the Properties pursuant to one or more valid easements. Each of the Properties is served by public water and sanitary systems and all other utilities, and, to Buyer's knowledge, each of the Properties has lawful access to public roads, in all cases sufficient for the current use and occupancy of that Property. To Buyer's knowledge, all parcels of land included in each Property that purport to be contiguous are contiguous and are not separated by strips or gores. To Buyer's knowledge, no portion of any Property lies in any flood plain area (as defined by the U.S. Army Corps of Engineers or otherwise) or includes any wetlands or vegetation or species protected by any applicable laws. To Buyer's knowledge, no improvements constituting a part of any Property encroach on real property not constituting a part of such Property. (e) Except for matters addressed in the Capital Expenditure Budget and Schedule, no Property fails to comply with the requirements of the ADA except for such noncompliance as Buyer Sub reasonably believes will not, individually or in the aggregate, have a Material Adverse Effect. (f) Buyer Sub has provided to Buyer an accurate rent roll for each Property for the month ended June 30, 1998 (the "Rent Roll"), which identifies and accurately describes each lease of space in each Property (collectively, the "Leases"). Buyer Sub has delivered to Buyer an abstract of each Lease (the "Abstracts") which accurately describes the material terms thereof. With respect to each Lease for premises larger than 20,000 square feet of rentable space (collectively, the "Material Leases"), except as described in Schedule 4.11(f) and except for matters that are not, individually or in the aggregate, reasonably expected to have a material effect on any Property, (i) each of the Material Leases is valid and subsisting and in full force and effect as against each party thereto, and has not been amended, modified or supplemented, other than by any amendment, modification or supplement that has been provided to Buyer, (ii) the tenant under each of the Material Leases is in actual possession of the premises leased thereunder, (iii) no tenant under any Material Lease is more than 30 days in arrears in the payment of rent, (iv) none of Buyer Sub, Office Flex I or Office Flex II has received any written notice from any tenant under any Material Lease of its intention to vacate, (v) none of Buyer Sub, Office Flex I or Office Flex II has collected payment of rent under any Material Lease (other than security deposits) for a period which is more than one month in advance, (vi) no notice of default has been sent or received by the landlord under any Material Lease with respect to any defect that remains uncured as of the date hereof, no default has occurred under any Material Lease and, to Buyer's knowledge, no event has occurred and is continuing which, with notice or lapse of time or both, would constitute a default under any Material Lease, (vii) no tenant under any Material Lease has any purchase option or kick-out right or is entitled to any concession, allowance, abatement, set-off, rebate or refund, (viii) none of the Material Leases and none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered except in connection with financing secured by the applicable Property, which is described in Schedule 4.9(c), (ix) no brokerage or leasing commission or other compensation is due or payable to any Person with respect to or on account of any of the Material Leases or any extensions or renewals thereof, (x) except as set forth in the Abstracts, no space of a material size in any Property is occupied by a tenant rent-free, (xi) no tenant under any of the Material Leases has asserted any claim which is likely to affect the collection of rent from such tenant, and (xii) the landlord under each Material Lease has fulfilled all of its obligations thereunder in respect of tenant improvements and capital expenditures. Other than the tenants identified in the Rent Roll and the Abstracts and parties to easement agreements which constitute Permitted Liens, no third party has any right to occupy or use any portion of any Property. (g) Schedule 4.11(g) sets forth a complete and accurate list of all material commitments, letters of intent or written understandings made or entered into by Buyer Sub, Office Flex I or Office Flex II as of the date hereof (x) to lease any space larger than 20,000 rentable square feet at any of the Properties, (y) to sell, mortgage, or pledge any Property or to otherwise enter into a material transaction or arrangement in respect of the ownership or financing of any Property, or (z) to purchase or acquire an option, right of first refusal or similar right in respect of any real property, which, in any such case has not yet been reduced to a written lease or contract, and sets forth with respect to each such commitment, letter of intent or other understanding the principal terms thereof. (h) Except as set forth in the Rent Roll or the Abstracts, none of Buyer Sub, Office Flex I or Office Flex II has granted any outstanding options or has entered into any outstanding contracts with others for the sale, mortgage, pledge, hypothecation, assignment, sublease, lease or other transfer of all or any part of any Property, and no Person has any right or option to acquire, or right of refusal with respect to, Buyer Sub's, Office Flex I's or Office Flex II's interest in any Property or any part thereof. Except as described in Schedule 4.11(h), none of Buyer Sub, Office Flex I or Office Flex II has any outstanding options or rights of first refusal or has entered into any outstanding contracts with others for the purchase of any real property. (i) Schedule 4.11(i) contains a complete and accurate description of any material noncompliance by any Property, to Buyer's knowledge, with any law, ordinance, code, health and safety regulation or insurance requirement (except for the ADA, which is addressed in this respect in Section 4.11(e) above) other than such noncompliance as would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect. Schedule 4.11(i) also sets forth Buyer Sub's, Office Flex I's and Office Flex II's capital expenditure budget and schedule for each Property (1the "the Capital Expenditure Budget and Schedule"), which describes the capital expenditures which Buyer Sub, Office Flex I or Office Flex II has budgeted for such Property for the period from December 31, 1997 through December 31, 1999. To Buyer's knowledge, the costs and time schedules for 1998 and 1999 set forth in the Capital Expenditure Budget and Schedule are reasonable estimates and projections. Except as described in Schedule 4.11(i), there are no outstanding, or to Buyer's knowledge, threatened requirements of any insurance company which has issued an insurance policy covering any Property, or of any board of fire underwriters or other body exercising similar functions, requiring any repairs or alterations to be made to any Property. (j) Buyer Sub has disclosed to the knowledge of Trust all adverse matters known to Buyer Sub with respect to or in connection with the SPEProperties, neither including the SPE, nor its SPE Subsidiary, nor any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writingLeases, which with or without the passage of time or the giving of notice, or both, would, individually or together with in the aggregate, reasonably be expected to have a Material Adverse Effect. (k) Each of Buyer Sub, Office Flex I and Office Flex II has good and sufficient title to all such the personal and other eventsproperty and assets reflected in its books and records as being owned by it, constitute free and clear of all liens, except for Permitted Liens which are not, individually or in the aggregate, reasonably expected to have a default under material adverse effect on any Lease, or would permit termination, modification or acceleration under such Lease, and (3) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityProperty.

Properties. (a) Except as The Properties are owned directly, in fee simple, by the Persons set forth in Schedule 4.08(a), on Section 4.10 of the SPE Disclosure Letter or an SPE their direct or indirect wholly owned subsidiaries. Each Forum Subsidiary or JV Entity (or direct or indirectly wholly owned subsidiary of such JV Entity) listed as owning a Property on Section 4.10 of the Disclosure Letter is the insured under a policy of title insurance as the owner of, and, to the knowledge of the SPE, the SPE or an SPE Subsidiary is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiaryof such Property, in each case free and clear of all Liens except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. Prior to the effective time of the merger transactions contemplated herebyin this Agreement, neither the SPE nor any SPE no Forum Subsidiary or JV Entity shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Seller Material Adverse Effect, to the knowledge of the SPE(i) no Forum Subsidiary, (1) neither the SPE, nor any SPE SubsidiaryJV Entity, nor any other party to any material agreement affecting any Property to which Forum, a Forum Subsidiary or JV Entity is a party (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach has given or received any notice of default with respect to any term or condition of any such agreement, including, without limitation, any ground lease, (2ii) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE Forum, any Forum Subsidiary or any SPE SubsidiaryJV Entity, except for Permitted Liens, and (3iii) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leasesleases) are valid and binding and in full force and effect, subject . No Forum Subsidiary or JV Entity has granted an option or right of first refusal or offer pursuant to applicable bankruptcy, insolvency, moratorium or other similar Laws relating the leases with respect to creditors’ rights and general principles the sale of equityany Property. (c) To the knowledge of the SPE, as As presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Lawlaw or regulation, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE a Seller Material Adverse Effect. Neither Forum nor any Forum Subsidiary nor any JV Entity has received any written notice from a Governmental Authority of any pending or threatened proceedings for the rezoning (i.e., as opposed to the current zoning) of any Property or portion thereof which would substantially and materially impair the current or proposed use thereof. (d) Except for matters that would not, individually or in the aggregate, reasonably be expected to have an SPE a Seller Material Adverse Effect, (1i) to the knowledge of the SPEStockholder’s knowledge, neither the SPE, Forum nor its SPE Subsidiaryany Forum Subsidiary nor any JV Entity, nor any other party to any Lease, is in breach has given or received any notice of default with respect to any term or condition of any such Lease, (2ii) to the knowledge of the SPEStockholder’s knowledge, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would permit terminationwould, modification individually or together with all such other events, reasonably be expected to cause the acceleration under such Leaseof any material obligation of any party thereto or the creation of a Lien upon any asset of Forum, any Forum Subsidiary or any JV Entity, except for Permitted Liens, and (3iii) to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE Forum, any Forum Subsidiary or any SPE Subsidiary JV Entity is a party or by which the SPE Forum, any Forum Subsidiary or any SPE Subsidiary JV Entity or any Property is bound or subject (collectively, the “Leases”) is and will be valid and binding and in full force and effect. (e) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect, each of the Leases to which any Forum Subsidiary or JV Entity is a party or by which any Forum Subsidiary, JV Entity or any Property is bound or subject, is in full force and effect, and constitutes the legal, valid and binding obligation of the applicable Forum Subsidiary or JV Entity, and to the Stockholder’s knowledge, each other party thereto, enforceable against each Forum Subsidiary or JV Entity, and to the Stockholder’s knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws relating to affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (f) To the Stockholder’s knowledge, no tenant under any such Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

Properties. (a) 4.9.1 Except as set forth in Schedule 4.08(a), the SPE or an SPE Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge Section 4.9 of the SPEDisclosure Schedule, Enpath does not currently own, nor has it ever owned, any real property. 4.9.2 Set forth in Section 4.9 of the SPE or an SPE Subsidiary Disclosure Schedule is the owner of, the fee simple estate (or, in the case of certain Properties, the leasehold estate or the tenancy-in-common estate) to the Property owned by the SPE or an SPE Subsidiary, in each case free and clear a list of all Liens except for Permitted LiensLeased Real Property. Prior to the effective time of the merger contemplated hereby, neither the SPE nor any SPE Subsidiary shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property.With respect thereto: (bA) Except for matters that as would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect, to the knowledge each of the SPEleases relating to Leased Real Property creates a valid and subsisting leasehold interest in favor of Enpath, (1) neither the SPEis a valid, nor any SPE Subsidiary, nor any binding and subsisting obligation of Enpath and each other party to any material agreement affecting any Property (thereto, enforceable against Enpath and each other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the SPE or any SPE Subsidiary, except for Permitted Liens, and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.accordance with its terms; (cB) To the knowledge of the SPE, Except as presently conducted, none of the operation of the buildings, fixtures and other improvements comprising a part of the Properties is in violation of any applicable building code, zoning ordinance or other “land use” Law, except for such violations that would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect., there are no disputes with respect to any Leased Real Property; and neither Enpath nor any other party to each lease relating to the Leased Real Property is in breach or default under such lease, and no event has occurred or failed to occur and no circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under any such lease relating to the Leased Real Property; (dC) Except for matters that as disclosed on Section 4.9 of the Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have an SPE a Material Adverse Effect, (1) to no consent by the knowledge of the SPE, neither the SPE, nor its SPE Subsidiary, nor landlord or any other party under any lease relating to the Leased Real Property is required in connection with the consummation of the transaction contemplated herein; and (D) None of the Leased Real Property has been pledged or assigned by Enpath or is subject to any Lease, is in breach Liens (other than pursuant to this Agreement or default of any such Lease, (2) to the knowledge of the SPE, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, wouldPermitted Liens). 4.9.3 Except as would not, individually or together with in the aggregate, have a Material Adverse Effect, Enpath has good and marketable fee title to, or, in the case of leased assets, has good and valid leasehold interests in, all such other eventsof its tangible and intangible assets, constitute a default under any Leaseused or held for use in, or would permit termination, modification or acceleration under such Lease, and (3) which are necessary to the knowledge of the SPE each of the leases (and all amendments thereto or modifications thereof) to which the SPE or any SPE Subsidiary is a party or by which the SPE or any SPE Subsidiary or any Property is bound or subject (collectivelyconduct, the “Leases”) is valid business of Enpath as currently conducted, free and binding and in full force and effectclear of any Liens, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equityexcept Permitted Liens.